Acceptance of Subscription. The Company may accept this Subscription Agreement at any time for all or any portion of the securities subscribed for by executing a copy hereof as provided and notifying me within a reasonable time thereafter.

The Company shall cause to be delivered to the Agents copies of any offering documents (the “Offering Documents”) related to the Offering and hereby consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Agents and their agents and employees to use the Offering Documents in connection with the sale of the Securities until the earlier of # the Termination Date or # the final Closing, and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Offering Documents or to use any offering materials other than the Offering Documents in connection with the sale of the Securities, unless the Company first provides the Agents with notification of such information, representations or offering materials.

“Subscription Agent” means a subscription agent selected by the Company.

The Subscriber acknowledges and agrees that the subscription for the Shares and the Company's acceptance of the subscription is not subject to any minimum subscription for the Offering.

The Subscriber acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be held on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason, which the Company expressly reserves the right to do, within 30 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds (without interest thereon) and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement.

If Subscriber’s subscription is rejected, the entire Subscription payment received will be refunded in full to the Subscriber within five (5) business days of the rejection of the subscription.

Subscription Agreement: Please complete, execute and deliver to the Company the enclosed copy of the Subscription Agreement. The Company will review the materials and, if the subscription is accepted, the Company will execute the Subscription Agreement and return one copy of the materials to you for your records.

transactions contemplated by this Subscription Agreement. Termination of this Subscription Agreement under this

the Subscription Agreement), and certify further that the Subscription Agreement has been duly and validly executed

The Subscription Proceeds must accompany this Subscription and shall be paid by certified check or bank draft drawn on a chartered bank, and made payable and delivered to the Company. Alternatively, the Subscription Proceeds may be wired to the Company to the wiring instructions that are provided in this Agreement.