Unassociated Document


    SUBSCRIPTION
AGREEMENT

    IN

    PUBLIC
COMPANY MANAGEMENT CORPORATION

    


    1.   SUBSCRIPTION.  Emil Frei III and Adoria
Frei (hereinafter referred to as “Purchaser” or “Shareholder”) hereby
agrees to become an investor in Public Company Management Corporation, a Nevada
corporation (the “Company”), and to purchase 1,000,000 shares (“Shares”) of
common stock (“Common Stock”) at a price of $0.50 per share.

    


    2.    REPRESENTATIONS BY THE
UNDERSIGNED.  The Undersigned represents and warrants as
follows:

    


    
      	
               
      

            	
              a.

            	
              The
      undersigned is purchasing the shares without being furnished any offering
      literature or prospectus;

            


    

    
      	
               
      

            	
              b.

            	
              The
      undersigned recognizes that the shares of Common Stock have not been
      registered under the Securities Act of 1933, as amended (“Act” or “1933
      Act”), nor under the securities laws of any state and, therefore, cannot
      be resold unless resale of is registered  under the Act or
      unless an exemption from registration is available; no public agency has
      passed upon the fairness of the terms of the offering; the undersigned may
      not sell the Shares without registering them under the Act and any
      applicable state securities laws unless exemption from such registration
      requirements are available with respect to any such
  sale;

            


    

    
      	
               
      

            	
              c.

            	
              The
      undersigned is acquiring the Shares for his, her or its own account for
      long-term investment and not with a view toward resale, fractionalization
      or division, or distribution thereof, and he, she or it does not presently
      have any reason to anticipate any change in his, hers or its
      circumstances, financial or otherwise, or particular occasion or event
      which would necessitate or require him, her or it sale or distribution of
      the Shares.  No one other than the undersigned has any
      beneficial interest in said
securities;

            


    

    
      	
               
      

            	
              d.

            	
              The
      undersigned acknowledges as
follows:

            


    

    


    
      	
            	
              x

            	
              (i)
      I am an Accredited Investor because I meet on of the following
      items:

            


    

    


    
      	
               
      

            	
              x

            	
              is
      a natural person who has an individual net worth, or joint net worth that
      person’s spouse of more than $1,000,000;
or

            


    

    


    
      	
               
      

            	
              x

            	
              is
      a natural person who had an individual income in excess of $200,000 in
      each of the two most recent years or joint income with that person’s
      spouse in excess of $300,000 in each of those years and has a reasonable
      expectation for reaching the same income level in the current year;
      or

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
               ̈

            	
              is
      a bank as defined in Section 3(a) (2) of the 1933 Act or any savings and
      loan association or other institution as defined in Section 3(a)(5)(A) of
      the 1933 Act whether acting in its individual or fiduciary capacity;
      or

            


    

    


    
      	
               
      

            	
               ̈

            	
              any
      broker or dealer registered pursuant to Section 15 of the Securities
      Exchange Act of 1934; or

            


    

    


    
      	
               
      

            	
               ̈

            	
              is
      an insurance company as defined un Section2 (13) of the 1933
      Act;  or

            


    

    


    
      	
               
      

            	
               ̈

            	
              is
      an investment company registered under the Investment Company Act of 1940;
      or

            


    

    


    
      	
               
      

            	
               ̈

            	
              a
      business development company as defined in Section 2(a)(48) of that act;
      or

            


    

    


    
      	
               
      

            	
               ̈

            	
              a
      development company as defined in Section 2(a)(48) of that act;
      or

            


    

    


    
      	
               
      

            	
               ̈

            	
              is
      a Small Business Investment Company licensed by the U.S. Small Business
      Administration under Section 301(c) or (d)  of the Small
      Business Investment Act of 1958; or

            


    

    


    
      	
               
      

            	
               ̈

            	
              is
      an employee benefit plan within the meaning of Title I of the Employee
      Retirement Income security Act of 1974, if the investment decision is made
      by a “plan fiduciary” (as defined in Section 3(21) of such act) which is
      either a bank, insurance company, or registered investment advisor, or if
      the employee benefit plan has total assets in excess of $5,000,000 or, if
      a self-directive plan, its investment decisions are made solely by persons
      that are accredited investors; or

            


    

    


    
      	
               
      

            	
               ̈

            	
              is
      a “private business development company” as defined in Section 202 (a)(22)
      of the Investment Advisors Act of 1940;
or

            


    

    


    
      	
               
      

            	
               ̈

            	
              is
      an organization described in Section 501(c)(3) of the Internal Revenue
      Code, corporation, Massachusetts or similar business trust, or
      partnership, not formed for the specific purpose of acquiring the
      securities offered, with total assets in excess of $ 5,000,000;
      or

            


    

    


    
      	
               
      

            	
               ̈

            	
              any
      trust, with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the Shares of Common Stock, whose purchase
      is directed by a sophisticated person as defined in the rules and
      regulations of the 1933 Act; or

            


    

    


    
      	
               
      

            	
               ̈

            	
              is
      otherwise an Accredited Investor as defined in Section 501 of Regulation D
      as adopted by the Securities and Exchange
  Commission.

            


    

    


    
      	
            	
               ̈

            	
              (ii) I
      am not an Accredited Investor.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
               ̈

            	
               (iii)  I
      reside outside of the United
States.

            


    

    


    
      	
               
      

            	
              e.

            	
              The
      undersigned has such knowledge and experience in financial and business
      matters that the undersigned is capable of evaluating the merits and risks
      of an investment in the Shares and making an informed investment decision,
      and does not require a purchaser representative in evaluating the merits
      and risks of an investment in the
Shares;

            


    

    
      	
               
      

            	
              f.

            	
              The
      undersigned recognizes that the investment herein is a speculative venture
      and that the total amount of funds tendered to purchase Shared is placed
      at the risk of the business and may be completely lost.  The
      purchase of Shares as an investment involves special
  risks;

            


    

    
      	
               
      

            	
              g.

            	
              The
      undersigned realizes that the Common Stock cannot readily be sold as they
      will be restricted securities and therefore the Shares must not be
      purchased unless the undersigned has liquid assets sufficient to assure
      that such purchase will cause no undue financial difficulties and the
      undersigned can provide for current needs and possible personal
      contingencies;

            


    

    
      	
               
      

            	
              h.

            	
              The
      undersigned confirms and represents that he, she or it is able (i) to bear
      the economic risk of his, her or its investment, (ii) to hold the Shares
      for an indefinite period of time, and (iii) to afford a complete loss of
      his, her or its investment.  The undersigned also represents
      that he, she or it has (i) adequate means of providing for his, her or its
      current needs and possible personal contingencies, and (ii) has no need
      for liquidity in this particular
investment;

            


    

    
      	
               
      

            	
              i.

            	
              The
      undersigned understands that the ability to transfer the Shares will be
      restricted which includes restrictions against transfers unless the
      transfer is effected in compliance with the 1933 Act and applicable state
      securities laws (including investment suitability standards); that the
      Company will consent to a transfer of the Shares only if the transferee
      represents that such transferee meets the suitability standards required
      of an initial subscriber and that the Company has the right, in its sole
      discretion, to refuse to consent to the transfer of the
      Shares;

            


    

    
      	
               
      

            	
              j.

            	
              All
      information which the undersigned has provided to the Company concerning
      the undersigned’s financial position and knowledge of financial and
      business matters is correct and complete as of the date hereof, and if
      there should be any material change in such information prior to
      acceptance of this Agreement by the Company, the undersigned will
      immediately provide Company with such
  information;

            


    

    
      	
               
      

            	
              k.

            	
              The
      undersigned has carefully considered and has, to the extent he, she or it
      believes such discussion necessary, discussed with his, her or its
      professional, legal, tax and financial advisors, the suitability of an
      investment in the Shares for his, her or its particular tax and financial
      situation, and that the undersigned and his, her or its advisers, if such
      advisors were deemed necessary, have determined that the Shares are a
      suitable investment for him, her or
it;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              l.

            	
              The
      undersigned has not become aware of this offering and has not been offered
      Shares by any form of general solicitation or advertising, including but
      not limited to, advertisements, articles, notices or other communications
      published in any newspaper, magazine or other similar media or television
      or radio broadcast or any seminar or meeting where, to the undersigned’s
      knowledge, those individuals that have attended have been invited by any
      such or similar means of general solicitation or
      advertisement;

            


    

    
      	
               
      

            	
              m.

            	
              The
      undersigned is a bona fide resident or operates its principal place of
      business as set forth in this Subscription Agreement and Acknowledgement
      of Investment.

            


    

    
      	
               
      

            	
              n.

            	
              The
      undersigned understands and acknowledges that he, she or it does not have
      the right to require registration of the resale of the Common Stock under
      the Act or under any state securities
laws.

            


    

    


    
      	
              3.

            	
              Indemnification.  It
      is acknowledged that the meaning and legal consequences of the
      representations and warranties contained in this Agreement are understood
      and the undersigned hereby agrees to indemnify and hold harmless the
      Company and each purchaser of Shares from and against any and all loss,
      damage, and liability due to or arising out of a breach of any of the
      representations and warranties made in this Subscription
      Agreement.  The representatives and warranties contained herein
      are intended to and shall survive delivery of the Subscription
      Agreement.

            


    

    


    
      	
              4.

            	
              Restrictions of
      Transferability of Shares.  The undersigned hereby agrees
      that the securities being purchased by him, her or it and any agreement or
      certificate evidencing such securities shall be stamped or otherwise
      imprinted with a conspicuous legend in substantially the following
      form:

            


    

    


    “The securities represented by this
certificate have not been registered under the Securities Act of 1933 or any
state securities act.  The securities have been acquired for
investment and may not be sold, transferred, pledged or hypothecated unless (i)
they shall have been registered under the Securities Act of 1933 and any
applicable states securities act, or (ii) the corporation shall have been
furnished with an opinion of counsel, satisfactory to counsel for the
corporation, that registration is not required under any such
acts.”

    


    
      	
              5.

            	
              Number of Shares
      Purchased. The undersigned hereby subscribes to purchase 1,000,000
      Shares for an aggregate purchase price of $500,000 ($0.50 per
      Share).

            


    

    


    
      	
              6.

            	
              Suitability and
      Representation Letter.  Prior to making an investment in
      the Shares, the undersigned shall have completed and returned to the
      Company a Suitability and Representation
Letter.

            


    

    


    
      	
              7.

            	
              Purchase
      Payment.  The purchase price shall be paid to the
      Company.

            


    

    


    [SIGNATURE PAGE
FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
Agreement is executed this the 22nd day of July, 2008 at Las Vegas,
Nevada.

    


    PUBLIC
COMPANY MANAGEMENT CORPORATION

    


    


    
      
        
          	
                  By:

                	
                  /s/ Trae O'Neil
      High

                
	 
      	
                  Trae
      O'Neil High

                
	 
      	
                  CLO,
      Treasurer and CFO

                
	 
      	 
      
	 
      	 
      
	 
      	
                  “PURCHASER”

                
	 
      	 
      
	 
      	
                  /s/ Emil Frei III

                
	 
      	
                  (Signature)

                
	 
      	 
      
	 
      	
                  Emil Frei III

                
	 
      	
                  (Printed
      name)

                
	 
      	 
      
	 
      	
                  /s/ Adoria Frei

                
	 
      	
                  (Signature)

                
	 
      	 
      
	 
      	
                  Adoria Frei

                
	 
      	
                  (Printed
      name)