Regulation S Subscription Agreement

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. 2.5 No registration. Securities are not registered under securities law or national securities law and cannot be transferred: under securities law and applicable domestic securities law, or if there is an exception to this registration (including, without restriction, in accordance with Rule 144 of the Securities Act, since that rule may be amended, either a rule or a similar regulation which is adopted below by the Commission with essentially the same effect (“Rule 144”). The Subscriber assures, guarantees and accepts that all offers and sales of the units can only be made under this registration or such an exemption from registration. 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. 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 Common Shares of the Company of … To……… 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.

Posted in Uncategorized