SUBSCRIPTION
      AGREEMENT

     

    SUBSCRIPTION
      AGREEMENT (this “Agreement”) made as of the last date set forth on the signature
      page hereof between OriginOil,
      Inc. (the “Company”), and the undersigned (the “Subscriber”).

     

    WITNESSETH:

     

    WHEREAS,
      the Company is conducting a private offering (the “Offering”) consisting of up
      to 15,000,000
      shares of common stock, par value $.0001 per share (“Shares”); and

     

    WHEREAS,
      the Subscriber desires to purchase that number of Shares set forth on the
      signature page hereof on the terms and conditions hereinafter set
      forth.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual representations
      and
      covenants hereinafter set forth, the parties hereto do hereby agree as
      follows:

     

    
      	
              I.

            	
              SUBSCRIPTION
                FOR SHARES AND REPRESENTATIONS BY
                SUBSCRIBER

            


    

     

    1.1 Subject
      to the terms and conditions hereinafter set forth and in the Confidential
      Offering Memorandum dated August 3, 2007 (such memorandum, together with all
      amendments thereof and supplements and exhibits thereto, the “Memorandum”), the
      Subscriber hereby irrevocably subscribes for and agrees to purchase from the
      Company such number of Shares, and the Company agrees to sell to the Subscriber
      as is set forth on the signature page hereof, at a per share price equal to
      $0.10 per Share. The purchase price is payable by personal or business check
      or
      money order made payable to “OriginOil, Inc.” contemporaneously with the
      execution and delivery of this Agreement by the Subscriber. Subscribers may
      also
      pay the subscription amount by, wire transfer of immediately available funds
      to:

     

    Name:  OriginOil,
      Inc.

     

    Bank:   

     

    Account: 

    


    Wiring
      ABA: 

    


    1.2 The
      Subscriber recognizes that the purchase of the Shares involves a high degree
      of
      risk including, but not limited to, the following: (a) the Company remains
      a
      development stage business with limited operating history and requires
      substantial funds in addition to the proceeds of the Offering; (b) an investment
      in the Company is highly speculative, and only investors who can afford the
      loss
      of their entire investment should consider investing in the Company and the
      Shares; (c) the Subscriber may not be able to liquidate its investment; (d)
      transferability of the Shares (sometimes hereinafter collectively referred
      to as
      the “Securities”) is extremely limited; (e) in the event of a disposition, the
      Subscriber could sustain the loss of its entire investment; (f) the Company
      has
      not paid any dividends since its inception and does not anticipate paying any
      dividends; and (g) the Company may issue additional securities in the future
      which have rights and preferences that are senior to those of the Common Stock.
      Without limiting the generality of the representations set forth in Section
      1.5
      below, the Subscriber represents that the Subscriber has carefully reviewed
      the
      section of the Memorandum captioned “Risk Factors.” 

     

    
      
        
        

      

      
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    1.3 The
      Subscriber represents that the Subscriber is an “accredited investor” as such
      term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under
      the Securities Act of 1933, as amended (the “Securities Act”), as indicated by
      the Subscriber’s responses to the questions contained in Article VII hereof, and
      that the Subscriber is able to bear the economic risk of an investment in the
      Shares.

     

    1.4 The
      Subscriber hereby acknowledges and represents that (a) the Subscriber has
      knowledge and experience in business and financial matters, prior investment
      experience, including investment in securities that are non-listed, unregistered
      and/or not traded on a national securities exchange nor on the National
      Association of Securities Dealers, Inc. (the “NASD”) automated quotation system
      (“NASDAQ”), or the Subscriber has employed the services of a “purchaser
      representative” (as defined in Rule 501 of Regulation D), attorney and/or
      accountant to read all of the documents furnished or made available by the
      Company both to the Subscriber and to all other prospective investors in the
      Shares to evaluate the merits and risks of such an investment on the
      Subscriber’s behalf; (b) the Subscriber recognizes the highly speculative nature
      of this investment; and (c) the Subscriber is able to bear the economic risk
      that the Subscriber hereby assumes.

     

    1.5 The
      Subscriber hereby acknowledges receipt and careful review of this Agreement,
      the
      Memorandum (which includes the Risk Factors), including all exhibits thereto,
      and any documents which may have been made available upon request as reflected
      therein (collectively referred to as the “Offering Materials”) and hereby
      represents that the Subscriber has been furnished by the Company during the
      course of the Offering with all information regarding the Company, the terms
      and
      conditions of the Offering and any additional information that the Subscriber
      has requested or desired to know, and has been afforded the opportunity to
      ask
      questions of and receive answers from duly authorized officers or other
      representatives of the Company concerning the Company and the terms and
      conditions of the Offering.

     

    1.6
      (a) In
      making
      the decision to invest in the Shares the Subscriber has relied solely upon
      the
      information provided by the Company in the Offering Materials. To the extent
      necessary, the Subscriber has retained, at its own expense, and relied upon
      appropriate professional advice regarding the investment, tax and legal merits
      and consequences of this Agreement and the purchase of the Shares hereunder.
      The
      Subscriber disclaims reliance on any statements made or information provided
      by
      any person or entity in the course of Subscriber’s consideration of an
      investment in the Shares other than the Offering Materials. 

     

    (b) The
      Subscriber represents that (i) the Subscriber was contacted regarding the sale
      of the Shares by the Company (or an authorized agent or representative thereof)
      with whom the Subscriber had a prior substantial pre-existing relationship
      and
      (ii) no Shares were offered or sold to it by means of any form of general
      solicitation or general advertising, and in connection therewith, the Subscriber
      did not (A) receive or review any advertisement, article, notice or other
      communication published in a newspaper or magazine or similar media or broadcast
      over television or radio, whether closed circuit, or generally available; or
      (B)
      attend any seminar meeting or industry investor conference whose attendees
      were
      invited by any general solicitation or general advertising.

     

    
      
        
        

      

      
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    1.7 The
      Subscriber hereby represents that the Subscriber, either by reason of the
      Subscriber’s business or financial experience or the business or financial
      experience of the Subscriber’s professional advisors (who are unaffiliated with
      and not compensated by the Company or any affiliate or selling agent of the
      Company, directly or indirectly), has the capacity to protect the Subscriber’s
      own interests in connection with the transaction contemplated
      hereby.

     

    1.8 The
      Subscriber hereby acknowledges that the Offering has not been reviewed by the
      United States Securities and Exchange Commission (the “SEC”) nor any state
      regulatory authority since the Offering is intended to be exempt from the
      registration requirements of Section 5 of the Securities Act pursuant to
      Regulation D promulgated thereunder. The Subscriber understands that the
      Securities have not been registered under the Securities Act or under any state
      securities or “blue sky” laws and agrees not to sell, pledge, assign or
      otherwise transfer or dispose of the Securities unless they are registered
      under
      the Securities Act and under any applicable state securities or “blue sky” laws
      or unless an exemption from such registration is available.

     

    1.9 The
      Subscriber understands that the Securities comprising the Shares have not been
      registered under the Securities Act by reason of a claimed exemption under
      the
      provisions of the Securities Act that depends, in part, upon the Subscriber’s
      investment intention. In this connection, the Subscriber hereby represents
      that
      the Subscriber is purchasing the Securities for the Subscriber’s own account for
      investment and not with a view toward the resale or distribution to others.
      The
      Subscriber, if an entity, further represents that it was not formed for the
      purpose of purchasing the Securities.

     

    1.10 The
      Subscriber understands that there is no public market for the Common Stock
      and
      that no market may develop for any of such Securities. The Subscriber
      understands that even if a public market develops for such Securities, Rule
      144
      (“Rule 144”) promulgated under the Securities Act requires for non-affiliates,
      among other conditions, a one-year holding period prior to the resale (in
      limited amounts) of securities acquired in a non-public offering without having
      to satisfy the registration requirements under the Securities Act. The
      Subscriber understands and hereby acknowledges that the Company is under no
      obligation to register any of the Securities under the Securities Act or any
      state securities or “blue sky” laws other than as set forth in Article V.


     

    1.11 The
      Subscriber consents to the placement of a legend on any certificate or other
      document evidencing the Securities that such Securities have not been registered
      under the Securities Act or any state securities or “blue sky” laws and setting
      forth or referring to the restrictions on transferability and sale thereof
      contained in this Agreement. The Subscriber is aware that the Company will
      make
      a notation in its appropriate records with respect to the restrictions on the
      transferability of such Securities. The legend to be placed on each certificate
      shall be in form substantially similar to the following:

     

    “THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE
      SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
      HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
      COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY
      HAS
      RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND
      ITS
      COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

     

    
      
        
        

      

      
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    1.12 The
      Subscriber understands that the Company will review this Agreement and is hereby
      given authority by the Subscriber to call Subscriber’s bank or place of
      employment or otherwise review the financial standing of the Subscriber; and
      it
      is further agreed that the Company, at its sole discretion, reserves the
      unrestricted right, without further documentation or agreement on the part
      of
      the Subscriber, to reject or limit any subscription, to accept subscriptions
      for
      fractional Shares and to close the Offering to the Subscriber at any time and
      that the Company will issue stop transfer instructions to its transfer agent
      with respect to such Securities.

     

    1.13 The
      Subscriber hereby represents that the address of the Subscriber furnished by
      Subscriber on the signature page hereof is the Subscriber’s principal residence
      if Subscriber is an individual or its principal business address if it is a
      corporation or other entity.

     

    1.14 The
      Subscriber represents that the Subscriber has full power and authority
      (corporate, statutory and otherwise) to execute and deliver this Agreement
      and
      to purchase the Shares. This Agreement constitutes the legal, valid and binding
      obligation of the Subscriber, enforceable against the Subscriber in accordance
      with its terms.

     

    1.15 If
      the
      Subscriber is a corporation, partnership, limited liability company, trust,
      employee benefit plan, individual retirement account, Keogh Plan, or other
      tax-exempt entity, it is authorized and qualified to invest in the Company
      and
      the person signing this Agreement on behalf of such entity has been duly
      authorized by such entity to do so.

     

    1.16 The
      Subscriber acknowledges that if he or she is a Registered Representative of
      an
      NASD member firm, he or she must give such firm the notice required by the
      NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such
      firm in Section 7.4 below.

     

    1.17 The
      Subscriber acknowledges that at such time, if ever, as the Securities are
      registered (as such term is defined in Article V hereof), sales of the
      Securities will be subject to state securities laws.

     

    1.18
      (a) The
      Subscriber agrees not to issue any public statement with respect to the
      Subscriber’s investment or proposed investment in the Company or the terms of
      any agreement or covenant between them and the Company without the Company’s
      prior written consent, except such disclosures as may be required under
      applicable law or under any applicable order, rule or regulation.

     

    (b) The
      Company agrees not to disclose the names, addresses or any other information
      about the Subscribers, except as required by law; provided, that the Company
      may
      use the name of the Subscriber for any offering or in any registration statement
      filed pursuant to Article V in which the Subscriber’s shares are
      included.

     

    
      
        
        

      

      
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    1.19 The
      Subscriber agrees to hold the Company and its directors, officers, employees,
      affiliates, controlling persons and agents and their respective heirs,
      representatives, successors and assigns harmless and to indemnify them against
      all liabilities, costs and expenses incurred by them as a result of (a) any
      sale
      or distribution of the Securities by the Subscriber in violation of the
      Securities Act or any applicable state securities or “blue sky” laws; or (b) any
      false representation or warranty or any breach or failure by the Subscriber
      to
      comply with any covenant made by the Subscriber in this Agreement (including
      the
      Confidential Investor Questionnaire contained in Article VII herein) or any
      other document furnished by the Subscriber to any of the foregoing in connection
      with this transaction.

    


    
      	
              II.

            	
              REPRESENTATIONS
                BY AND COVENANTS OF THE COMPANY

            


    

     

    The
      Company hereby represents and warrants to the Subscriber that:

     

    2.1 Organization,
      Good Standing and Qualification.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Nevada and has full corporate power and authority
      to conduct its business.

     

    2.2 Capitalization
      and Voting Rights.
      The
      Company has authorized 500,000,000 shares of Common Stock, par value $.0001
      per
      share, of which 129,250,000 shares are outstanding as of the date hereof. Except
      as set forth in the Offering Materials, there are no outstanding options,
      warrants, agreements, convertible securities, preemptive rights or other rights
      to subscribe for or to purchase any shares of capital stock of the Company.
      Except as set forth in the Offering Materials and as otherwise required by
      law,
      there are no restrictions upon the voting or transfer of any of the shares
      of
      capital stock of the Company pursuant to the Company’s Articles of Incorporation
      (the “Articles of Incorporation”), By-Laws or other governing documents or any
      agreement or other instruments to which the Company is a party or by which
      the
      Company is bound.

     

    2.3 Authorization;
      Enforceability.
      The
      Company has all corporate right, power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby. All corporate
      action on the part of the Company, its directors and stockholders necessary
      for
      the (i) authorization execution, delivery and performance of this Agreement
      by
      the Company; and (ii) authorization, sale, issuance and delivery of the
      Securities contemplated hereby and the performance of the Company’s obligations
      hereunder has been taken. This Agreement has been duly executed and delivered
      by
      the Company and constitutes a legal, valid and binding obligation of the
      Company, enforceable against the Company in accordance with its terms, subject
      to laws of general application relating to bankruptcy, insolvency and the relief
      of debtors and rules of law governing specific performance, injunctive relief
      or
      other equitable remedies, and to limitations of public policy. The Common Stock,
      when issued and fully paid for in accordance with the terms of this Agreement,
      will be validly issued, fully paid and nonassessable. The issuance and sale
      of
      the Common Stock contemplated hereby will not give rise to any preemptive rights
      or rights of first refusal on behalf of any person which have not been waived
      in
      connection with this offering.

     

    
      
        
        

      

      
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    2.4 No
      Conflict; Governmental Consents.

     

    (a) The
      execution and delivery by the Company of this Agreement and the consummation
      of
      the transactions contemplated hereby will not result in the violation of any
      material law, statute, rule, regulation, order, writ, injunction, judgment
      or
      decree of any court or governmental authority to or by which the Company is
      bound, or of any provision of the Articles of Incorporation or By-Laws of the
      Company, and will not conflict with, or result in a material breach or violation
      of, any of the terms or provisions of, or constitute (with due notice or lapse
      of time or both) a default under, any lease, loan agreement, mortgage, security
      agreement, trust indenture or other agreement or instrument to which the Company
      is a party or by which it is bound or to which any of its properties or assets
      is subject, nor result in the creation or imposition of any lien upon any of
      the
      properties or assets of the Company.

     

    (b) No
      consent, approval, authorization or other order of any governmental authority
      is
      required to be obtained by the Company in connection with the authorization,
      execution and delivery of this Agreement or with the authorization, issue and
      sale of the Shares, except such filings as may be required to be made with
      the
      SEC, NASD, NASDAQ and with any state or foreign blue sky or securities
      regulatory authority.

     

    2.5 Licenses.
      Except
      as otherwise set forth in the Memorandum, the Company has sufficient licenses,
      permits and other governmental authorizations currently required for the conduct
      of its business or ownership of properties and is in all material respects
      in
      compliance therewith.

     

    2.6 Litigation.
      The
      Company knows of no pending or threatened legal or governmental proceedings
      against the Company which could materially adversely affect the business,
      property, financial condition or operations of the Company or which materially
      and adversely questions the validity of this Agreement or any agreements related
      to the transactions contemplated hereby or the right of the Company to enter
      into any of such agreements, or to consummate the transactions contemplated
      hereby or thereby. The Company is not a party or subject to the provisions
      of
      any order, writ, injunction, judgment or decree of any court or government
      agency or instrumentality which could materially adversely affect the business,
      property, financial condition or operations of the Company. There is no action,
      suit, proceeding or investigation by the Company currently pending in any court
      or before any arbitrator or that the Company intends to initiate.

     

    2.7 Disclosure.
      The
      information set forth in the Offering Materials as of the date hereof contains
      no untrue statement of a material fact nor omits to state a material fact
      necessary in order to make the statements contained therein, in light of the
      circumstances under which they were made, not misleading.

     

    2.8 Investment
      Company.
      The
      Company is not an “investment company” within the meaning of such term under the
      Investment Company Act of 1940, as amended, and the rules and regulations of
      the
      SEC thereunder.

     

    2.9 Intellectual
      Property.

     

    (i) To
      the
      best of its knowledge, the Company owns or possesses sufficient legal rights
      to
      all patents, trademarks, service marks, trade names, copyrights, trade secrets,
      licenses, information and other proprietary rights and processes necessary
      for
      its business as now conducted and as presently proposed to be conducted, without
      any known infringement of the rights of others. Except as disclosed in the
      Memorandum, there are no material outstanding options, licenses or agreements
      of
      any kind relating to the foregoing proprietary rights, nor is the Company bound
      by or a party to any material options, licenses or agreements of any kind with
      respect to the patents, trademarks, service marks, trade names, copyrights,
      trade secrets, licenses, information and other proprietary rights and processes
      of any other person or entity other than such licenses or agreements arising
      from the purchase of “off the shelf” or standard products. The Company has not
      received any written communications alleging that the Company has violated
      or,
      by conducting its business as presently proposed to be conducted, would violate
      any of the patents, trademarks, service marks, trade names, copyrights or trade
      secrets or other proprietary rights of any other person or entity. 

     

    
      
        
        

      

      
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    (ii) Except
      as
      disclosed in the Memorandum, the Company is not aware that any of its employees
      is obligated under any contract (including licenses, covenants or commitments
      of
      any nature) or other agreement, or subject to any judgment, decree or order
      of
      any court or administrative agency, that would interfere with their duties
      to
      the Company or that would conflict with the Company’s business as presently
      conducted. 

     

    (iii) Neither
      the execution nor delivery of this Agreement, nor the carrying on of the
      Company’s business by the employees of the Company, nor the conduct of the
      Company’s business as presently conducted, will, to the Company’s knowledge,
      conflict with or result in a breach of the terms, conditions or provisions
      of,
      or constitute a default under, any contract, covenant or instrument under which
      any employee is now obligated.

     

    (iv) To
      the
      Company’s knowledge, no employee of the Company, nor any consultant with whom
      the Company has contracted, is in violation of any term of any employment
      contract, proprietary information agreement or any other agreement relating
      to
      the right of any such individual to be employed by, or to contract with, the
      Company because of the nature of the business conducted by the Company; and
      to
      the Company’s knowledge the continued employment by the Company of its present
      employees, and the performance of the Company’s contracts with its independent
      contractors, will not result in any such violation. The Company has not received
      any written notice alleging that any such violation has occurred. Except as
      described in the Memorandum, no employee of the Company has been granted the
      right to continued employment by the Company or to any compensation following
      termination of employment with the Company except for any of the same which
      would not have a material adverse effect on the business of the Company. The
      Company is not aware that any officer, key employee or group of employees
      intends to terminate his, her or their employment with the Company, nor does
      the
      Company have a present intention to terminate the employment of any officer,
      key
      employee or group of employees.

     

    2.10 Title
      to Properties and Assets; Liens, Etc.
      The
      Company has good and marketable title to its properties and assets, including
      the properties and assets reflected in the most recent balance sheet included
      in
      the Financial Statements, and good title to its leasehold estates, in each
      case
      subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than
      (a) those resulting from taxes which have not yet become delinquent; (b) liens
      and encumbrances which do not materially detract from the value of the property
      subject thereto or materially impair the operations of the Company; and (c)
      those that have otherwise arisen in the ordinary course of business. The Company
      is in compliance with all material terms of each lease to which it is a party
      or
      is otherwise bound.

     

    
      
        
        

      

      
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    2.11 Obligations
      to Related Parties.
      Except
      as described in the Memorandum, there are no obligations of the Company to
      officers, directors, stockholders, or employees of the Company other than (a)
      for payment of salary or other compensation for services rendered, (b)
      reimbursement for reasonable expenses incurred on behalf of the Company and
      (c)
      for other standard employee benefits made generally available to all employees
      (including stock option agreements outstanding under any stock option plan
      approved by the Board of Directors of the Company). Except as may be disclosed
      in the Memorandum, the Company is not a guarantor or indemnitor of any
      indebtedness of any other person, firm or corporation.

    


    
      	
              III.

            	
              TERMS
                OF SUBSCRIPTION

            


    

     

    3.1 There
      is
      no requirement that any minimum number of Shares be sold and therefore no escrow
      will be established for subscription funds. Subscription funds may be deposited
      by the Company directly into its operating account for use as described in
      this
      Confidential Offering Memorandum. 

     

    3.2 Certificates
      representing the Common Stock purchased by the Subscriber pursuant to this
      Agreement will be prepared for delivery to the Subscriber within 15 business
      days following the Closing at which such purchase takes place. The Subscriber
      hereby authorizes and directs the Company to deliver the certificates
      representing the Common Stock purchased by the Subscriber pursuant to this
      Agreement directly to the Subscriber’s residential or business address indicated
      on the signature page hereto. 

    


    
      	
              IV.

            	
              CONDITIONS
                TO OBLIGATIONS OF THE
                SUBSCRIBERS

            


    

     

    4.1 The
      Subscriber’s obligation to purchase the Shares at the Closing at which such
      purchase is to be consummated is subject to the fulfillment on or prior to
      such
      Closing of the following conditions, which conditions may be waived at the
      option of each Subscriber to the extent permitted by law:

     

    (a) Covenants.
      All
      covenants, agreements and conditions contained in this Agreement to be performed
      by the Company on or prior to the date of such Closing shall have been performed
      or complied with in all material respects.

     

    (b) No
      Legal Order Pending.
      There
      shall not then be in effect any legal or other order enjoining or restraining
      the transactions contemplated by this Agreement.

     

    (c) No
      Law
      Prohibiting or Restricting Such Sale.
      There
      shall not be in effect any law, rule or regulation prohibiting or restricting
      such sale or requiring any consent or approval of any person, which shall not
      have been obtained, to issue the Securities (except as otherwise provided in
      this Agreement).

     

    
      	
              V.

            	
              REGISTRATION
                RIGHTS

            


    

     

    5.1 Definitions.
      As used
      in this Agreement, the following terms shall have the following
      meanings.

     

    (a) The
      term
“Holder” shall mean any person owning or having the right to acquire Registrable
      Securities or any permitted transferee of a Holder.

     

    
      
        
        

      

      
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    (b) The
      terms
“register,” “registered” and “registration” refer to a registration effected by
      preparing and filing a registration statement or similar document in compliance
      with the Securities Act, and the declaration or order of effectiveness of such
      registration statement or document.

     

    (c) The
      term
“Registrable Securities” shall mean: (i) the Common Stock; and (ii) any other
      shares of Common Stock with respect to which the Company has granted or may
      in
      the future grant registration rights pursuant to separate agreements; provided,
      however, that securities shall only be treated as Registrable Securities if
      and
      only for so long as they (A) have not been disposed of pursuant to a
      registration statement declared effective by the SEC; (B) have not been sold
      in
      a transaction exempt from the registration and prospectus delivery requirements
      of the Securities Act so that all transfer restrictions and restrictive legends
      with respect thereto are removed upon the consummation of such sale; (C) are
      held by a Holder or a permitted transferee of a Holder pursuant to Section
      5.10;
      and (D) may not be disposed of under Rule 144(k) under the Securities Act
      without restriction. 

     

    5.2 Piggy-Back
      Registration.
      The
      Holders will be entitled to “piggy-back” registration rights of the shares of
      Common Stock on registration statements (other than on Form S-8, S-4 or similar
      Forms) filed by the Company for certain Shares purchase by the Holder
      (“Piggy-Back Rights”). Piggy-back Rights will include the first 15,000 Shares
      purchased by the Holder plus 10% of all additional Shares purchased by the
      Holder. The Company shall use its best efforts to cause such Registration
      Statement to become effective as soon as possible. 

     

    5.3 Registration
      Procedures.
      Whenever required under this Article V to include Registrable Securities in
      a
      Company registration statement, the Company shall, as expeditiously as
      reasonably possible:

     

    (a) Use
      best
      efforts to (i) cause such registration statement to become effective, and (ii)
      cause such registration statement to remain effective until the earliest to
      occur of (A) such date as the sellers of Registrable Securities (the “Selling
      Holders”) have completed the distribution described in the registration
      statement and (B) such time that all of such Registrable Securities are no
      longer, by reason of Rule 144(k) under the Securities Act, required to be
      registered for the sale thereof by such Holders. The Company will also use
      its
      best efforts to, during the period that such registration statement is required
      to be maintained hereunder, file such post-effective amendments and supplements
      thereto as may be required by the Securities Act and the rules and regulations
      thereunder or otherwise to ensure that the registration statement does not
      contain any untrue statement of material fact or omit to state a fact required
      to be stated therein or necessary to make the statements contained therein,
      in
      light of the circumstances under which they are made, not misleading; provided,
      however, that if applicable rules under the Securities Act governing the
      obligation to file a post-effective amendment permits, in lieu of filing a
      post-effective amendment that (i) includes any prospectus required by Section
      10(a)(3) of the Securities Act or (ii) reflects facts or events representing
      a
      material or fundamental change in the information set forth in the registration
      statement, the Company may incorporate by reference information required to
      be
      included in (i) and (ii) above to the extent such information is contained
      in
      periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act
      in
      the registration statement. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b) Prepare
      and file with the SEC such amendments and supplements to such registration
      statement, and the prospectus used in connection with such registration
      statement, as may be necessary to comply with the provisions of the Securities
      Act with respect to the disposition of all securities covered by such
      registration statement.

     

    (c) Make
      available for inspection upon reasonable notice during the Company’s regular
      business hours by each Selling Holder, any underwriter participating in any
      distribution pursuant to such registration statement, and any attorney,
      accountant or other agent retained by such Selling Holder or underwriter, all
      financial and other records, pertinent corporate documents and properties of
      the
      Company, and cause the Company’s officers, directors and employees to supply all
      information reasonably requested by any such Selling Holder, underwriter,
      attorney, accountant or agent in connection with such registration
      statement.

     

    (d) Furnish
      to the Selling Holders such numbers of copies of a prospectus, including a
      preliminary prospectus as amended or supplemented from time to time, in
      conformity with the requirements of the Securities Act, and such other documents
      as they may reasonably request in order to facilitate the disposition of
      Registrable Securities owned by them.

     

    (e) Use
      best
      efforts to register and qualify the securities covered by such registration
      statement under such other federal or state securities laws of such
      jurisdictions as shall be reasonably requested by the Selling Holders; provided,
      however, that the Company shall not be required in connection therewith or
      as a
      condition thereto to qualify to do business or to file a general consent to
      service of process in any such states or jurisdictions, unless the Company
      is
      already subject to service in such jurisdiction and except as may be required
      by
      the Securities Act.

     

    (f) In
      the
      event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the managing underwriter of such offering. Each Selling Holder participating
      in
      such underwriting shall also enter into and perform its obligations under such
      an agreement.

     

    (g) Notify
      each Holder of Registrable Securities covered by such registration statement,
      at
      any time when a prospectus relating thereto is required to be delivered under
      the Securities Act, (i) when the registration statement or any post-effective
      amendment and supplement thereto has become effective; (ii) of the issuance
      by
      the SEC of any stop order or the initiation of proceedings for that purpose
      (in
      which event the Company shall make every effort to obtain the withdrawal of
      any
      order suspending effectiveness of the registration statement at the earliest
      possible time or prevent the entry thereof); (iii) of the receipt by the Company
      of any notification with respect to the suspension of the qualification of
      the
      Registrable Securities for sale in any jurisdiction or the initiation of any
      proceeding for such purpose; and (iv) of the happening of any event as a result
      of which the prospectus included in such registration statement, as then in
      effect, includes an untrue statement of a material fact or omits to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in the light of the circumstances then
      existing.

     

    (h) Cause
      all
      such Registrable Securities registered hereunder to be listed on each securities
      exchange or quotation service on which similar securities issued by the Company
      are then listed or quoted or, if no such similar securities are listed or quoted
      on a securities exchange or quotation service, apply for qualification and
      use
      best efforts to qualify such Registrable Securities for inclusion on the New
      York Stock Exchange, American Stock Exchange or listing on a quotation system
      of
      the National Association of Securities Dealers, Inc.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (i) Provide
      a
      transfer agent and registrar for all Registrable Securities registered pursuant
      hereunder and CUSIP number for all such Registrable Securities, in each case
      not
      later than the effective date of such registration.

     

    (j) Cooperate
      with the Selling Holders and the managing underwriters, if any, to facilitate
      the timely preparation and delivery of certificates representing the Registrable
      Securities to be sold, which certificates will not bear any restrictive legends;
      and enable such Registrable Securities to be in such denominations and
      registered in such names as the managing underwriters, if any, shall request
      at
      least two business days prior to any sale of the Registrable Securities to
      the
      underwriters.

     

    (k) In
      connection with an underwritten offering, cause the officers of the Company
      to
      provide reasonable assistance in the preparation of, any “road show”
presentation to potential investors as the managing underwriter may determine.
      

     

    (l) Comply
      with all applicable rules and regulations of the SEC and make generally
      available to its security holders earning statements satisfying the provisions
      of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar
      rule promulgated under the Securities Act) no later than 50 calendar days after
      the end of any 3-month period (or 105 calendar days after the end of any
      12-month period if such period is a fiscal year) (i) commencing at the end
      of
      any fiscal quarter in which Registrable Securities are sold to underwriters
      in a
      firm commitment or best efforts underwritten offering, and (ii) if not sold
      to
      underwriters in such an offering, commencing on the first day of the first
      fiscal quarter of the Company, after the effective date of a registration
      statement, which statements shall cover said period.

     

    (m) If
      the
      offering is underwritten and at the request of any Selling Holder, use its
      best
      efforts to furnish on the date that Registrable Securities are delivered to
      the
      underwriters for sale pursuant to such registration: (i) opinions dated such
      date of counsel representing the Company for the purposes of such registration,
      addressed to the underwriters and the transfer agent for the Registrable
      Securities so delivered, respectively, to the effect that such registration
      statement has become effective under the Securities Act and such Registrable
      Securities are freely tradable, and covering such other matters as are
      customarily covered in opinions of issuer’s counsel delivered to underwriters
      and transfer agents in underwritten public offerings and (ii) a letter dated
      such date from the independent public accountants who have certified the
      financial statements of the Company included in the registration statement
      or
      the prospectus, covering such matters as are customarily covered in accountants’
letters delivered to underwriters in underwritten public offerings.

     

    5.4 Furnish
      Information.
      It
      shall be a condition precedent to the obligation of the Company to take any
      action pursuant to this Article V with respect to the Registrable Securities
      of
      any Selling Holder that such Holder shall furnish to the Company such
      information regarding the Holder, the Registrable Securities held by the Holder,
      and the intended method of disposition of such securities as shall be reasonably
      required by the Company to effect the registration of such Holder’s Registrable
      Securities.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    5.5 Registration
      Expenses.
      The
      Company shall bear and pay all Registration Expenses incurred in connection
      with
      any registration, filing or qualification of Registrable Securities with respect
      to registration pursuant to Section 5.2 for each Holder, but excluding
      underwriting discounts and commissions relating to Registrable Securities and
      excluding any professional fees or costs of accounting, financial or legal
      advisors to any of the Holders.

     

    5.6 Underwriting
      Requirements.
      In
      connection with any offering involving an underwriting of shares of the
      Company’s capital stock, the Company shall not be required under Section 5.2 to
      include any of the Holders’ Registrable Securities in such underwriting unless
      they accept the terms of the underwriting as agreed upon between the Company
      and
      the underwriters selected by it (or by other persons entitled to select the
      underwriters), and then only in such quantity as the underwriters determine
      in
      their sole discretion will not jeopardize the success of the offering by the
      Company. If the total amount of securities, including Registrable Securities,
      requested by stockholders to be included in such offering exceeds the amount
      of
      securities sold other than by the Company that the underwriters determine in
      their sole discretion is compatible with the success of the offering, then
      the
      Company shall be required to include in the offering only that number of such
      securities, including Registrable Securities, which the underwriters determine
      in their sole discretion will not jeopardize the success of the offering (the
      securities so included to be apportioned pro rata among the selling stockholders
      according to the total amount of securities entitled to be included therein
      owned by each selling stockholder or in such other proportions as shall mutually
      be agreed to by such selling stockholders). For purposes of the preceding
      parenthetical concerning apportionment, for any selling stockholder who is
      a
      holder of Registrable Securities and is a partnership or corporation, the
      partners, retired partners and stockholders of such holder, or the estates
      and
      family members of any such partners and retired partners and any trusts for
      the
      benefit of any of the foregoing persons shall be deemed to be a single “selling
      stockholder,” and any pro-rata reduction with respect to such “selling
      stockholder” shall be based upon the aggregate amount of shares carrying
      registration rights owned by all entities and individuals included in such
      “selling stockholder,” as defined in this sentence.

     

    5.7 Delay
      of Registration.
      No
      Holder shall have any right to obtain or seek an injunction restraining or
      otherwise delaying any such registration as the result of any controversy that
      might arise with respect to the interpretation or implementation of this
      Article. 

     

    5.8 Indemnification.
      In the
      event that any Registrable Securities are included in a registration statement
      under this Article V:

     

    (a) To
      the
      extent permitted by law, the Company will indemnify and hold harmless each
      Holder, any underwriter (as defined in the Securities Act) for such Holder
      and
      each person, if any, who controls such Holder or underwriter within the meaning
      of the Securities Act or the Exchange Act, against any losses, claims, damages,
      or liabilities (joint or several) to which they may become subject under the
      Securities Act, or the Exchange Act, insofar as such losses, claims, damages,
      or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any
      of the following statements, omissions or violations (collectively a
“Violation”): (i) any untrue statement of a material fact contained in such
      registration statement, including any preliminary prospectus or final prospectus
      contained therein or any amendments or supplements thereto, (ii) the omission
      to
      state therein a material fact required to be stated therein, or necessary to
      make the statements therein not misleading, or (iii) any violation by the
      Company of the Securities Act, the Exchange Act, or any rule or regulation
      promulgated under the Securities Act, or the Exchange Act, and the Company
      will
      pay to each such Holder, underwriter or controlling person, as incurred, any
      legal or other expenses reasonably incurred by them in connection with
      investigating or defending any such loss, claim, damage, liability, or action;
      provided, however, that the indemnity agreement contained in this Section 5.8(a)
      shall not apply to amounts paid in settlement of any such loss, claim, damage,
      liability, or action if such settlement is effected without the consent of
      the
      Company (which consent shall not be unreasonably withheld), nor shall the
      Company be liable in any such case for any such loss, claim, damage, liability,
      or action to the extent that it arises out of or is based upon a Violation
      which
      occurs in reliance upon and in conformity with written information furnished
      expressly for use in connection with such registration by any such Holder,
      underwriter or controlling person.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (b) To
      the
      extent permitted by law, each Selling Holder will indemnify and hold harmless
      the Company, each of its directors, each of its officers, each person, if any,
      who controls the Company within the meaning of the Securities Act, any
      underwriter, any other Holder selling securities in such registration statement
      and any controlling person of any such underwriter or other Holder, against
      any
      losses, claims, damages, or liabilities (joint or several) to which any of
      the
      foregoing persons may become subject, under the Securities Act, or the Exchange
      Act, insofar as such losses, claims, damages, or liabilities (or actions in
      respect thereto) arise out of or are based upon any Violation, in each case
      to
      the extent (and only to the extent) that such Violation occurs in reliance
      upon
      and in conformity with written information furnished by such Holder expressly
      for use in connection with such registration; and each such Holder will pay,
      as
      incurred, any legal or other expenses reasonably incurred by any person intended
      to be indemnified pursuant to this Section 5.8(b), in connection with
      investigating or defending any such loss, claim, damage, liability, or action;
      provided,
      however,
      that
      the indemnity agreement contained in this Section 5.8(b) shall not apply to
      amounts paid in settlement of any such loss, claim, damage, liability or action
      if such settlement is effected without the consent of the Holder, which consent
      shall not be unreasonably withheld; provided,
      further,
      that, in
      no event shall any indemnity under this Section 5.8(b) exceed the greater of
      the
      cash value of the (i) gross proceeds from the Offering received by such Holder
      or (ii) such Holder’s investment pursuant to this Agreement as set forth on the
      signature page attached hereto.

     

    (c) Promptly
      after receipt by an indemnified party under this Section 5.8 of notice of the
      commencement of any action (including any governmental action), such indemnified
      party shall, if a claim in respect thereof is to be made against any
      indemnifying party under this Section 5.8, deliver to the indemnifying party
      a
      written notice of the commencement thereof and the indemnifying party shall
      have
      the right to participate in, and, to the extent the indemnifying party so
      desires, jointly with any other indemnifying party similarly notified, to assume
      the defense thereof with counsel selected by the indemnifying party and approved
      by the indemnified party (whose approval shall not be unreasonably withheld);
      provided, however, that an indemnified party (together with all other
      indemnified parties which may be represented without conflict by one counsel)
      shall have the right to retain one separate counsel, with the fees and expenses
      to be paid by the indemnifying party, if representation of such indemnified
      party by the counsel retained by the indemnifying party would be inappropriate
      due to actual or potential differing interests between such indemnified party
      and any other party represented by such counsel in such proceeding. The failure
      to deliver written notice to the indemnifying party within a reasonable time
      of
      the commencement of any such action, if prejudicial to its ability to defend
      such action, shall relieve such indemnifying party of any liability to the
      indemnified party under this Section 5.8, but the omission so to deliver written
      notice to the indemnifying party will not relieve it of any liability that
      it
      may have to any indemnified party otherwise than under this Section
      5.8.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (d) If
      the
      indemnification provided for in this Section 5.8 is held by a court of competent
      jurisdiction to be unavailable to an indemnified party with respect to any
      loss,
      liability, claim, damage, or expense referred to therein, then the indemnifying
      party, in lieu of indemnifying such indemnified party hereunder, shall
      contribute to the amount paid or payable by such indemnified party as a result
      of such loss, liability, claim, damage, or expense in such proportion as is
      appropriate to reflect the relative fault of the indemnifying party on the
      one
      hand and of the indemnified party on the other in connection with the statements
      or omissions that resulted in such loss, liability, claim, damage, or expense
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      indemnifying party and of the indemnified party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the alleged omission to state a material fact relates to
      information supplied by the indemnifying party or by the indemnified party
      and
      the parties’ relative intent, knowledge, access to information, and opportunity
      to correct or prevent such statement or omission.

     

    (e) Notwithstanding
      the foregoing, to the extent that the provisions on indemnification and
      contribution contained in an underwriting agreement entered into in connection
      with an underwritten public offering are in conflict with the foregoing
      provisions, the provisions in such underwriting agreement shall
      control.

     

    (f) The
      obligations of the Company and Holders under this Section 5.8 shall survive
      the
      completion of the Offering.

     

    5.9 Reports
      Under Securities Exchange Act of 1934.
      With a
      view to making available to the Holders the benefits of Rule 144 and any other
      rule or regulation of the SEC that may at any time permit a Holder to sell
      securities of the Company to the public without registration or pursuant to
      a
      registration on Form S-3, the Company agrees to:

     

    (a) make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144, at all times after 90 days after the effective date of the
      registration statement;

     

    (b) file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Exchange Act; and

     

    (c) furnish
      to any Holder, so long as the Holder owns any Registrable Securities, forthwith
      upon request (i) a copy of the most recent annual or quarterly report of the
      Company and such other reports and documents so filed by the Company, and (ii)
      such other information as may be reasonably requested in availing any Holder
      of
      any rule or regulation of the SEC which permits the selling of any such
      securities without registration or pursuant to such form.

     

    5.10 Permitted
      Transferees.
      The
      rights to cause the Company to register Registrable Securities granted to the
      Holders by the Company under this Article V may be assigned in full by a Holder
      in connection with a transfer by such Holder of its Registrable Securities
      if:
      (a) such Holder gives prior written notice to the Company; (b) such
      transferee agrees to comply with the terms and provisions of this Agreement;
      (c) such transfer is otherwise in compliance with this Agreement; and
      (d) such transfer is otherwise effected in accordance with applicable
      securities laws. Except as specifically permitted by this Section 5.10, the
      rights of a Holder with respect to Registrable Securities as set out herein
      shall not be transferable to any other Person, and any attempted transfer shall
      cause all rights of such Holder therein to be forfeited. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              VI.

            	
              LOCK-UP
                AGREEMENT

            


    

     

    6.1 The
      Subscriber understands that the Company may file with the Securities and
      Exchange Commission ("SEC") a registration statement on Form SB-2 (the
      "Registration Statement") to register certain shares of the Company’s common
      stock and to exercise its reasonable best efforts to cause the Registration
      Statement to become effective. The Company may also request a broker-dealer
      to
      file with the National Association of Securities Dealers (the "NASD") to secure
      the listing or quotation of its Common Stock on the Over the Counter Bulletin
      Board market maintained by the National Association of Securities Dealers,
      Inc.


     

    6.2 Pursuant
      to Section 5.2 of this Agreement, the Subscriber has been granted piggy-back
      registration rights for the first 15,000 Shares purchased plus 10% of all
      additional Shares purchased in this Offering (the “Registration Shares”). Shares
      that Subscriber purchases in this Offering that do not qualify as Registration
      Shares will be subject to the lock-up provision in Section 6.3 below.


     

    6.3 As
      an
      inducement to NASD market makers to establish a public market for the common
      stock, the Subscriber hereby agrees that from the date of the Confidential
      Offering Memorandum and until one (1) year after the Registration Statement
      is
      declared effective by the SEC, the Subscriber will not exercise any rights
      to
      sell any unregistered shares of the Company's Common Stock as may be permitted
      under SEC Rule 144. 

     

    
      	
              VII.

            	
              MISCELLANEOUS

            


    

     

    7.1 Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by registered or certified mail, return receipt requested,
      or
      delivered by hand against written receipt therefor, addressed as
      follows:

     

    if
      to the
      Company, to it at:

     

    OriginOil,
      Inc.

    2029
      Century Park East, 14th Floor

    Los
      Angeles, CA 90067

    Attn:
      T
      Riggs Eckelberry, Chief Executive Officer

    


    With
      a
      copy to:

    


    Sichenzia
      Ross Friedman Ference LLP

    61
      Broadway, 32nd
      Floor

    New
      York,
      NY 10006

    Attn:
      Gregory Sichenzia, Esq.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    if
      to the
      Subscriber, to the Subscriber’s address indicated on the signature page of this
      Agreement.

     

    Notices
      shall be deemed to have been given or delivered on the date of mailing, except
      notices of change of address, which shall be deemed to have been given or
      delivered when received.

     

    7.2 Except
      as
      otherwise provided herein, this Agreement shall not be changed, modified or
      amended except by a writing signed by the parties to be charged, and this
      Agreement may not be discharged except by performance in accordance with its
      terms or by a writing signed by the party to be charged.

     

    7.3 Subject
      to the provisions of Section 5.10, this Agreement shall be binding upon and
      inure to the benefit of the parties hereto and to their respective heirs, legal
      representatives, successors and assigns. This Agreement sets forth the entire
      agreement and understanding between the parties as to the subject matter hereof
      and merges and supersedes all prior discussions, agreements and understandings
      of any and every nature among them.

     

    7.4 Upon
      the
      execution and delivery of this Agreement by the Subscriber, this Agreement
      shall
      become a binding obligation of the Subscriber with respect to the purchase
      of
      Common Stock as herein provided, subject, however, to the right hereby reserved
      by the Company to enter into the same agreements with other subscribers and
      to
      add and/or delete other persons as subscribers. 

     

    7.5 NOTWITHSTANDING
      THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO,
      THE
      PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE
      CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEVADA
      WITHOUT REGARD TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW. IN THE EVENT THAT
      A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR RESOLVING DISPUTES
      ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE SUPREME COURT OF THE STATE
      OF NEVADA IN AND FOR CLARK COUNTY OF NEVADA OR THE FEDERAL COURTS FOR SUCH
      STATE
      AND COUNTY, AND ALL RELATED APPELLATE COURTS, THE PARTIES HEREBY IRREVOCABLY
      CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID VENUE.


     

    7.6 In
      order
      to discourage frivolous claims the parties agree that unless a claimant in
      any
      proceeding arising out of this Agreement succeeds in establishing his claim
      and
      recovering a judgment against another party (regardless of whether such claimant
      succeeds against one of the other parties to the action), then the other party
      shall be entitled to recover from such claimant all of its/their reasonable
      legal costs and expenses relating to such proceeding and/or incurred in
      preparation therefor.

     

    7.7 The
      holding of any provision of this Agreement to be invalid or unenforceable by
      a
      court of competent jurisdiction shall not affect any other provision of this
      Agreement, which shall remain in full force and effect. If any provision of
      this
      Agreement shall be declared by a court of competent jurisdiction to be invalid,
      illegal or incapable of being enforced in whole or in part, such provision
      shall
      be interpreted so as to remain enforceable to the maximum extent permissible
      consistent with applicable law and the remaining conditions and provisions
      or
      portions thereof shall nevertheless remain in full force and effect and
      enforceable to the extent they are valid, legal and enforceable, and no
      provisions shall be deemed dependent upon any other covenant or provision unless
      so expressed herein.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    7.8 It
      is
      agreed that a waiver by either party of a breach of any provision of this
      Agreement shall not operate, or be construed, as a waiver of any subsequent
      breach by that same party.

     

    7.9 The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further action as may be necessary or
      appropriate to carry out the purposes and intent of this Agreement.

     

    7.10 This
      Agreement may be executed in two or more counterparts each of which shall be
      deemed an original, but all of which shall together constitute one and the
      same
      instrument.

     

    7.11 Nothing
      in this Agreement shall create or be deemed to create any rights in any person
      or entity not a party to this Agreement, except (a) for the holders of
      Registable Securities.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    
      	
              VIII.

            	CONFIDENTIAL INVESTOR
              QUESTIONNAIRE


    

     

    8.1 The
      Subscriber represents and warrants that he, she or it comes within one category
      marked below, and that for any category marked, he, she or it has truthfully
      set
      forth, where applicable, the factual basis or reason the Subscriber comes within
      that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY
      CONFIDENTIAL. The undersigned agrees to furnish any additional information
      which
      the Company deems necessary in order to verify the answers set forth
      below.

     

    
      	Category
              A ____	
              The
                undersigned is an individual (not a partnership, corporation, etc.)
                whose
                individual net worth, or joint net worth with his or her spouse,
                presently
                exceeds $1,000,000.

            


    

    


    Explanation.
      In calculating net worth you may include equity in personal property and real
      estate, including your principal residence, cash, short-term investments, stock
      and securities. Equity in personal property and real estate should be based
      on
      the fair market value of such property less debt secured by such
      property.

    


    
      	Category
              B ____	
              The
                undersigned is an individual (not a partnership, corporation, etc.)
                who
                had an income in excess of $200,000 in each of the two most recent
                years,
                or joint income with his or her spouse in excess of $300,000 in each
                of
                those years (in each case including foreign income, tax exempt income
                and
                full amount of capital gains and losses but excluding any income
                of other
                family members and any unrealized capital appreciation) and has a
                reasonable expectation of reaching the same income level in the current
                year.

            


    

    


    
      	Category
              C ____	
              The
                undersigned is a director or executive officer of the Company which
                is
                issuing and selling the Securities.

            


    

    


    
      	Category
              D ____	
              The
                undersigned is a bank; a savings and loan association; insurance
                company;
                registered investment company; registered business development company;
                licensed small business investment company (“SBIC”); or employee benefit
                plan within the meaning of Title 1 of ERISA and (a) the investment
                decision is made by a plan fiduciary which is either a bank, savings
                and
                loan association, insurance company or registered investment advisor,
                or
                (b) the plan has total assets in excess of $5,000,000 or (c) is a
                self
                directed plan with investment decisions made solely by persons that
                are
                accredited investors. (describe entity)

            


      	 	 


      	 	________________________________________________________________


      	 	________________________________________________________________


    

     

    
      	Category
              E ____	
              The
                undersigned is a private business development company as defined
                in
                section 202(a) (22) of the Investment Advisors Act of 1940. (describe
                entity) 

            


      	 	 


      	 	________________________________________________________________


      	 	________________________________________________________________


    

    
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      ________

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	Category
              F ____	
              The
                undersigned is either a corporation, partnership, California or Nevada?
                business trust, or non-profit organization within the meaning of
                Section
                501(c)(3)
                of the Internal Revenue Code, in each case not formed for the specific
                purpose of acquiring the Common Stock and with total assets in excess
                of
                $5,000,000. (describe entity)

            


      	 	 


      	 	________________________________________________________________


      	 	________________________________________________________________


      	 	 


      	Category G ____	The
              undersigned is a trust with total assets in excess of $5,000,000, not
              formed for the specific purpose of acquiring the Securities, where
              the
              purchase is directed by a “sophisticated investor” as defined in
              Regulation 506(b)(2)(ii) under the Act.


      	 	 


      	Category H ____	The undersigned is an entity (other
              than a
              trust) in which all of the equity owners are “accredited investors” within
              one or more of the above categories.


      	 	 


      	 	________________________________________________________________


      	 	________________________________________________________________


    

     

    The
      undersigned agrees that the undersigned will notify the Company at any time
      on
      or prior to the Closing Date in the event that the representations and
      warranties in this Agreement shall cease to be true, accurate and
      complete.

     

    8.2 SUITABILITY
      (please
      answer each question)

     

    (a) For
      an
      individual Subscriber, please describe your current employment, including the
      company by which you are employed and its principal business:

    _____________________________________________________________________________________________

    _____________________________________________________________________________________________

    _____________________________________________________________________________________________

    _____________________________________________________________________________________________

     

    (b) For
      an
      individual Subscriber, please describe any college or graduate degrees held
      by
      you:

    
      _____________________________________________________________________________________________

      _____________________________________________________________________________________________

      _____________________________________________________________________________________________

      _____________________________________________________________________________________________

    

     

    (c) For
      all
      Subscribers, please list types of prior investments:

    
      _____________________________________________________________________________________________

      _____________________________________________________________________________________________

      _____________________________________________________________________________________________

      _____________________________________________________________________________________________

    

     

    (d) For
      all
      Subscribers, please state whether you have participated in other private
      placements
      before:

     

    YES o   NO
o

     

    
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        ________

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

     

    (e) If
      your
      answer to question (d) above was “YES”, please indicate frequency of such prior
      participation in private
      placements
      of:

     

    
      	 	 	
              Public

              Companies

            	 	
              Private

              Companies

            
	
              Frequently

            	 	________________________	 	________________________
	
              Occasionally

            	 	________________________	 	________________________
	
              Never

            	 	________________________	 	________________________


    

    


    (f) For
      individual Subscribers, do you expect your current level of income to
      significantly decrease in the foreseeable future:

     

    YES o   NO
o

     

    (g) For
      trust, corporate, partnership and other institutional Subscribers, do you expect
      your total assets to significantly decrease in the foreseeable future:


    
       

      YES o   NO
o

    

     

    (h) For
      all
      Subscribers, do you have any other investments or contingent liabilities which
      you reasonably anticipate could cause you to need sudden cash requirements
      in
      excess of cash readily available to you: 

    
       

      YES o   NO
o

       

    

    (i) For
      all
      Subscribers, are you familiar with the risk aspects and the non-liquidity of
      investments such as the securities for which you seek to subscribe?

    
       

      YES o   NO
o

       

      (j) 
        For all
        Subscribers, do you understand that there is no guarantee of financial return
        on
        this investment and that you run the risk of losing your entire
        investment?

    

    
       

      YES o   NO
o

    

     

    8.3 MANNER
      IN WHICH TITLE IS TO BE HELD.
      (circle
      one)

     

    (a) Individual
      Ownership

     

    (b) Community
      Property

     

    (c) Joint
      Tenant with Right of Survivorship (both parties must sign)

     

    (d) Partnership*

     

    (e) Tenants
      in Common

     

    (f) Company*

     

    (g) Trust*

     

    (h) Other*

     

    *If
      Securities are being subscribed for by an entity, the attached Certificate
      of
      Signatory must also be completed.

     

    
      Initials
        ________

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

    

    8.4 NASD
      AFFILIATION.

     

    Are
      you
      affiliated or associated with an NASD member firm (please check
      one):

     

    Yes
o  No
o

     

    If
      Yes,
      please describe:

    _____________________________________________________________________________________

    _____________________________________________________________________________________

    _____________________________________________________________________________________

    


    *If
      Subscriber is a Registered Representative with an NASD member firm, have the
      following acknowledgment signed by the appropriate party:

     

    The
      undersigned NASD member firm acknowledges receipt of the notice required by
      Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.

     

    _________________________________

    Name
      of
      NASD Member Firm

    


    By:
      ______________________________

    Authorized
      Officer

    


    Date:
      ____________________________

    


    8.5 The
      undersigned is informed of the significance to the Company of the foregoing
      representations and answers contained in the Confidential Investor Questionnaire
      contained in this Article VII and such answers have been provided under the
      assumption that the Company will rely on them.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    
       

      
        Initials
          ________

      

    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    NUMBER
      OF SHARES __________ X $0.10 = $__________ (the “Purchase
      Price”) 

    


    
      	 	 	 	 
	
            	 	 	
            
	
              
Signature	 	 	
              
Signature
              (if purchasing jointly)


      	
            	 	 	
            
	 	 	 	 
	
              
Name
              Typed or Printed	 	 	
              
Name
              Typed or Printed


      	 	 	 	 
	
            	 	 	
            
	
              
Title
              (if Subscriber is an Entity)	 	 	
              
Title
              (if Subscriber is an Entity)


      	 	 	 	 
	
            	 	 	
            
	
              
Entity
              Name (if applicable)	 	 	
              
Entity
              Name (if applicable


      	
            	 	 	
            
	 	 	 	 
	
              

            	 	 	
              

            
	
              
Address	 	 	
              
Address


      	
            	 	 	
            
	 	 	 	 
	
              
City,
              State and Zip Code	 	 	
              
City,
              State and Zip Code


      	 	 	 	 
	
            	 	 	
            
	
              
Telephone-Residence	 	 	
              
Telephone-Residence


      	
            	 	 	
            
	 	 	 	 
	
              
Facsimile-Residence
	 	 	
              
Facsimile-Residence
              


      	
            	 	 	
            
	 	 	 	 
	
              
Telephone-Business	 	 	
              
Telephone-Business


      	
            	 	 	
            
	 	 	 	 
	
              
Facsimile-Business	 	 	
              
Facsimile-Business


      	
            	 	 	
            
	 	 	 	 
	
              
Email	 	 	
              
Email


      	
            	 	 	
            
	 	 	 	 
	
              
Tax
              ID # or Social Security #	 	 	
              
Tax
              ID # or Social Security #
	 	 	 	 
	Name in which
              securities
              should be issued:	 	 	___________________________________


    

     

    Dated:
      _________________
      ,
      2007

    


    This
      Subscription Agreement is agreed to and accepted as of
      ________________ ,
      2007.

     

    
      	 	 	 
	 	OriginOil,
              Inc.
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
              T Riggs Eckelberry
	 	Title:
              President and CEO


    

    
      
        
           

          
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              ________

             

            
              
                
                

              

              
                22

                
                  

                

              

              
                
                

              

            

             

          

        

      

    

    CERTIFICATE
      OF SIGNATORY

    


    (To
      be
      completed if Shares are

    being
      subscribed for by an entity)

     

    I,
      ____________________________, am the ____________________________ of
      __________________________________________ (the “Entity”).

    


    I
      certify
      that I am empowered and duly authorized by the Entity to execute and carry
      out
      the terms of the Subscription Agreement and to purchase and hold the Common
      Stock, and certify further that the Subscription Agreement has been duly and
      validly executed on behalf of the Entity and constitutes a legal and binding
      obligation of the Entity.

    


    IN
      WITNESS WHEREOF, I have set my hand this ________ day of _________________,
      2007

    


    
      	 	 	 	 
	
            	 	 	
            
	
            	 	 	
              
(Signature)


    

    
       

      
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          ________

         

        
          
            
            

          

          
            23