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Regulation D Subscription Agreement

Regulation D Subscription Agreement

2.3 Investment target. The subscriber buys the securities as capital for his own bill and, in the case of a non-U.S. account. No one, not for the benefit or benefit of an American person. The subscriber buys the securities only for investment purposes and not for the intent or prospect of further sale or distribution (as this term is used in Section 2(11) of the Securities Act) and has no prior sale with another purchaser and does not intend to enter into such an agreement or agreement. If the subscriber is a non-member of the United States. No one, this subscriber does not intend to distribute directly or indirectly any of the units in the United States or to U.S. persons. 2.18 Foreign subscriber. If the subscriber is not a person in the United States, that subscriber indicates that he or she is satisfied with the full compliance with the laws of its jurisdiction relating to an invitation to subscribe to the securities or the use of this subscription agreement, including: (a) the legal requirements that fall within its jurisdiction for the purchase of the securities; (b) any foreign exchange restrictions on this purchase; (c) any agreement from the state or any other agreement that, if any, must be obtained; and (d) income tax and, if applicable, other tax consequences that may be relevant to the purchase, holding, withdrawal, sale or transfer of the securities. The subscription and payment of such a subscriber for and its continued economic beneficiary of the securities is not contrary to applicable securities or other laws of the subscriber`s jurisdiction. 1.5 Shareholder approval. The company will do its best to file a proxy or information statement with the Securities and Exchange Commission as soon as possible, and will do its best to obtain the authorizations of the company`s shareholders that are necessary to obtain the total number of authorized shares of the Company`s common shares…………………

at……………… and display all common shares and warrant shares (as defined below) in accordance with Nevada law and all applicable rules or regulations of any national securities exchange and/or non-order trading platform on which the company`s common stock is traded and/or listed. 2.15 SUBSCRIBER. (i) subscriber (i) when a natural person assures that the subscriber has reached the age of 21 and has the full authority and authority to execute and execute this Agreement and all other related agreements or certificates and to execute the provisions of this Agreement and this Agreement; (ii) where a limited liability corporation or corporation, limited partnership, corporation, trust company, anonymous organization or other entity indicates that that entity was not incorporated for specific purposes for the acquisition of the shares, that entity is duly organized, valid and in good condition in accordance with the laws of the state of its organization; the execution of the transactions envisaged herethwise is authorized and will not result in violation of state law or its charter or other organizational documents; this entity has the full power and power to execute and execute this subscription and all other related agreements or certificates, to implement the provisions and these provisions and to purchase and retain the securities, the performance and delivery of this subscription has been duly approved by all necessary measures, this contract has been duly executed and executed on behalf of that entity and a valid and binding legal obligation of that body; or (iii) if the performance of this agreement means representative or fiduciary, that it has the full power and power to execute and provide this subscription in this capacity and on behalf of the subscriber, a partnership, corporation, trust company, limited liability company or any other company for which the subscriber performs this contract, and these persons, twinnings, trusts, real estate, limited liability corporations or any other limited liability corporation have the right and full right and full liability.

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