Subscriber Represents That:

i. Subscriber meets the definition of Accredited investor under Rule 501 as set forth in Appendix A of the Form C filing: or

ii. Subscriber’s net worth or annual income is less than $124,000, and that the amount it is investing pursuant to this subscription Agreement, including investor fees if any, together with all other amounts invested in offerings under Section 4(a)(6) of the Securities Act withing the previous 12 months, does not exceed the greater of (A) 5% of the greater of its annual income or net worth, or (B) $2,500: or

iii. Both of Subscriber’s net worth and annual income are more than $124,000 and that the amount it is investing pursuant to this Subscription Agreement, including investor fees if any, together with all other amounts invested in offerings under Section 4(a)(6) of the Securities Act within 12 months, does not exceed 10% of the greater of its annual income or net worth, and does not exceed $124,000.

Subscriber Represents That:

An accredited investor, as defined in Rule 501(a) of the Securities Act of 1933, as amended, includes the following categories of investor:

(1) Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds $1,000,000.

(i) Except as provided in paragraph (5)(ii) of this section, for purposes of calculating net worth under this paragraph (5): (A) The person’s primary residence shall not be included as an asset;

(2) Any natural person who has an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

(3) Any entity, trust, or organization with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person.

Please see the Subscription Agreement of the Offering and Exhibit for a full descripton.