SUBSCRIPTION
      AGREEMENT

    


    ORIGINOIL,
      INC.

    


    OriginOil,
      Inc. (the "Company")
      has
      authorized for sale to the subscribers set forth on the signature page attached
      hereto an aggregate of 101,250,000 shares of common stock (“Shares”), $.0001 par
      value common stock (“Common Stock”). The
      undersigned hereby subscribes for __________
      shares
      (the “Shares”) of common stock at a price of $_________ per share, representing
      a total purchase price of $_________ (the “Subscription Price”).

    


    The
      undersigned agrees to pay the aggregate Subscription Price for the Shares being
      purchased hereunder. The entire purchase price is due and payable upon the
      submission of this Subscription Agreement and shall be payable by wire transfer
      or check.

      

    The
      Company has the right to reject this subscription in whole or in
      part.

     

    The
      undersigned acknowledges that the Shares being purchased hereunder and its
      component securities will not be registered under the Securities Act of 1933
      (the "Act"), or the securities laws of any state (the “State Acts”), in reliance
      upon an exemption from the registration requirements of the Act and the State
      Acts; that absent an exemption from registration contained in the Act and the
      State Acts, the Shares, would require registration; and that the Company's
      reliance upon such exemptions is based, in material part, upon the undersigned's
      representations, warranties, and agreements contained in this Subscription
      Agreement (the "Subscription Documents").

    


    1. The
      undersigned represents, warrants, and agrees as follows:

    


    a. The
      undersigned agrees that this Subscription Agreement is and shall be
      irrevocable.

    


    b. The
      undersigned is intimately involved with the operations of the Company and
      understands its business operations (the “Business”). The undersigned has been
      given the opportunity to ask questions of, and receive answers from, the Company
      concerning the terms and conditions of this Offering and the Business and to
      obtain such additional information, to the extent the Company possesses such
      information or can acquire it without unreasonable effort or expense, necessary
      to verify the accuracy of same as the undersigned reasonably desires in order
      to
      evaluate the investment. The undersigned understands the Business, and the
      undersigned has had the opportunity to discuss any questions regarding the
      Business with his counsel or other advisor. The undersigned has received no
      representations or warranties from the Company and its Business, its employees,
      agents or attorneys, in making this investment decision. The undersigned does
      not desire to receive any further information.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    c. The
      undersigned is aware that the purchase of the Shares is a speculative investment
      involving a high degree of risk, that there is no guarantee that the undersigned
      will realize any gain from this investment, and that the undersigned could
      lose
      the total amount of this investment. 

    


    d. The
      undersigned understands that no federal or state agency has made any finding
      or
      determination regarding the fairness of the Shares for investment, or any
      recommendation or endorsement of the Share.

    


    e. The
      undersigned is purchasing the Shares for the undersigned's own account, with
      the
      intention of holding the Shares with no present intention of dividing or
      allowing others to participate in this investment or of reselling or otherwise
      participating, directly or indirectly, in a distribution of the Shares, and
      shall not make any sale, transfer, or pledge thereof without registration under
      the Act and any applicable securities laws of any state or unless an exemption
      from registration is available under those laws.

    


    f. The
      undersigned represents that if an individual, he has adequate means of providing
      for his or her current needs and personal and family contingencies and has
      no
      need for liquidity in this investment in the Shares. The undersigned has no
      reason to anticipate any material change in his or her personal financial
      condition for the foreseeable future.

    


    g. The
      undersigned is financially able to bear the economic risk of this investment,
      including the ability to hold the Shares indefinitely, or to afford a complete
      loss of his investment in the Shares.

    


    h. The
      undersigned represents that the undersigned's overall commitment to investments
      which are not readily marketable is not disproportionate to the undersigned's
      net worth, and the undersigned's investment in the Shares will not cause such
      overall commitment to become excessive. The undersigned understands that the
      statutory basis on which the Shares are being sold to the undersigned and others
      would not be available if the undersigned's present intention were to hold
      the
      Shares for a fixed period or until the occurrence of a certain event. The
      undersigned realizes that in the view of the Securities and Exchange Commission,
      a purchase now with a present intent to resell by reason of a foreseeable
      specific contingency or any anticipated change in the market value, or in the
      condition of the Company, or that of the industry in which the business of
      the
      Company is engaged or in connection with a contemplated liquidation, or
      settlement of any loan obtained by the undersigned for the acquisition of the
      Shares, and for which such Shares may be pledged as security or as donations
      to
      religious or charitable institutions for the purpose of securing a deduction
      on
      an income tax return, would, in fact, represent a purchase with an intent
      inconsistent with the undersigned's representations to the Company, and the
      Commission would then regard such sale as a sale for which the exemption from
      registration is not available. The undersigned will not pledge, transfer or
      assign this Subscription Agreement.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    i. The
      undersigned represents that the funds provided for this investment are either
      separate property of the undersigned, community property over which the
      undersigned has the right of control, or are otherwise funds as to which the
      undersigned has the sole right of management. The undersigned is purchasing
      the
      Shares with the funds of the undersigned and not with the funds of any other
      person, firm, or entity and is acquiring the Shares for the undersigned's
      account. No person other than the undersigned has any beneficial interest in
      the
      Shares being purchased hereunder.

    


    j. The
      address shown under the undersigned's signature at the end of this Subscription
      Agreement is the undersigned's principal residence if he or she is an
      individual, or its principal business address if it is a corporation or other
      entity.

    


    l. The
      undersigned has such knowledge and experience in financial and business matters
      as to be capable of evaluating the merits and risks of an investment in the
      Shares.

    


    m. The
      undersigned acknowledges that the certificates for the Shares which the
      undersigned will receive will contain a legend substantially as
      follows:

    


    
      	 	 	
              THE
                SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").
                THE
                SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT
                WITH A
                VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED,
                MADE
                SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE
                DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT
                OF 1933
                (THE "ACT"), AS AMENDED, OR EVIDENCE SATISFACTORY TO THE COMPANY
                THAT SUCH
                REGISTRATION IS NOT REQUIRED UNDER SUCH
                ACT.

            


    

     

    The
      undersigned further acknowledges that a stop transfer order will be placed
      upon
      the certificates for the securities in accordance with the Act. The undersigned
      further acknowledges that the Company is under no obligation to aid the
      undersigned in obtaining any exemption from registration
      requirements.

    


    n. The
      undersigned represents that he is an “accredited investor” as that term is
      defined under the Act.

    


    o. The
      undersigned understands that, the Company intends to offer additional shares
      of
      common stock in one or more private offerings (the Private Offerings”). After
      the completion of the Private Offerings, the Company intends to file with the
      Securities and Exchange Commission (“SEC”) an SB-2 registration statement (the
“Registration Statement”) to register certain shares of common stock sold in its
      Private Offerings and to exercise its reasonable best efforts to cause the
      Registration Statement to become effective. The Company has also agreed to
      request a broker-dealer to file the approval application with the National
      Association of Securities Dealers, Inc. (the “NASD”) to secure the listing or
      quotation of its Common Stock on the Over the Counter Bulletin Board market
      maintained by the NASD. 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    As
      inducement to the purchasers of the Private Offerings and to NASD market makers
      to establish a public market for the common stock, the undersigned hereby agrees
      that from the date hereof and until two (2) years after the Registration
      Statement is declared effective by the SEC (the “Lock-up Term”), the undersigned
      will not sell or offer to sell any unregistered shares of the Company’s common
      stock which the undersigned owns as may be permitted pursuant to Rule 144
      promulgated under the Act.

    


    Any
      shares of common stock acquired by the undersigned in the Private Offerings
      and
      included in the Registration Statement will not be subject to the lock-up
      provisions of this Agreement. 

    


    Once
      the
      Lock-up Term has expired, the undersigned will be entitled to piggyback
      registration rights. If the Company proposes to file a registration statement
      under the Act with respect to an offering for its own account of any class
      of
      its equity securities (other than a registration statement on Form S-8 (or
      any
      successor form) or any other registration statement relating solely to employee
      benefit plans or filed in connection with an exchange offer, a transaction
      to
      which Rule 415 (or any successor provision) under the Act applies to an offering
      of securities solely to the Company’s existing shareholders), then the Company
      shall in each case give written notice of such proposed filing to the
      undersigned as soon as practicable (but no later than 20 business days) before
      the anticipated filing date, and such notice shall offer the undersigned the
      opportunity to register such number of Founders Shares the undersigned may
      request. The undersigned shall so advise the Company in writing within 10
      business days after the date on which the Company’s notice is given, setting
      forth the number of Shares for which registration is requested. If the Company’s
      offering is to be an underwritten offering, the Company shall use its reasonable
      best efforts to cause the managing underwriter to permit the undersigned to
      include the requested of Shares in such offering on the same terms and
      conditions as any similar securities of the Company included therein. Once
      the
      registration statement is declared effective by the SEC, the undersigned will
      not sell or distribute more than 25% of their Shares included in the
      registration every ninety (90) days. 

    


    In
      furtherance of the foregoing, the Company and its transfer agent and registrar
      are hereby authorized to decline to remove restrictive legends from any share
      certificates held by the undersigned if such removal would constitute a
      violation or breach of this Agreement. An appropriate restrictive legend
      describing the Lock-up Term and this Agreement may be affixed to the certificate
      representing the Shares. 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    2. The
      undersigned expressly acknowledges and agrees that the Company is relying upon
      the undersigned's representations contained in the Subscription Documents.
      

    


    3. The
      Company has been duly and validly incorporated and is validly existing and
      in
      good standing as a corporation under the laws of the State of Nevada. The
      Company represents that it has all requisite power and authority, and all
      necessary authorizations, approvals and orders required as of the date hereof
      to
      enter into this Subscription Agreement and to be bound by the provisions and
      conditions hereof.

    


    4. Except
      as
      otherwise specifically provided for hereunder, no party shall be deemed to
      have
      waived any of his or its rights hereunder or under any other agreement,
      instrument or papers signed by any of them with respect to the subject matter
      hereof unless such waiver is in writing and signed by the party waiving said
      right. Except as otherwise specifically provided for hereunder, no delay or
      omission by any party in exercising any right with respect to the subject matter
      hereof shall operate as a waiver of such right or of any such other right.
      A
      waiver on any one occasion with respect to the subject matter hereof shall
      not
      be construed as a bar to, or waiver of, any right or remedy on any future
      occasion. All rights and remedies with respect to the subject matter hereof,
      whether evidenced hereby or by any other agreement, instrument, or paper, will
      be cumulative, and may be exercised separately or concurrently.

    


    5. The
      parties have not made any representations or warranties with respect to the
      subject matter hereof not set forth herein, and this Subscription Agreement,
      together with any instruments or documents executed simultaneously herewith
      in
      connection with this offering, constitutes the entire agreement between them
      with respect to the subject matter hereof. All understandings and agreements
      heretofore had between the parties with respect to the subject matter hereof
      are
      merged in this Subscription Agreement and any such instruments and documents,
      which alone fully and completely expresses their agreement.

    


    6. This
      Subscription Agreement may not be changed, modified, extended, terminated or
      discharged orally, but only by an agreement in writing, which is signed by
      all
      of the parties to this Subscription Agreement.

    


    7. The
      parties agree to execute any and all such other further instruments and
      documents, and to take any and all such further actions reasonably required
      to
      effectuate this Subscription Agreement and the intent and purposes
      hereof.

    


    8. This
      Subscription Agreement shall be governed by and construed in accordance with
      the
      laws of the State of New York and the undersigned hereby consents to the
      jurisdiction of the courts of the State of New York and the United States
      District Courts situated therein.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    EXECUTION
      BY SUBSCRIBER


    


    $______
      ($________ per share) – ____
      shares

     

    
      

    

    Exact
      Name in Which Title is to be Held

     

    
      

    

    (Signature)

    


    
      
Name
      and
      Title (if applicable)

     

    
      

    

    Address:
      Number and Street

     

    
      

    

    
      
        	
                City

              	
                State

              	
                Zip
                  Code

              


      

    

     

    
      

    

    Social
      Security Number or Tax Identification Number

     

    Accepted
      this 11th day of July, 2007 on behalf of OriginOil, Inc. 

    


    
      	 	 	 
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
T
Riggs
              Eckelberry,
              CEO




    
      
         

      

      
        6