REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE, IN RELIANCE UPON ONE OR MORE SPECIFIC EXEMPTIONS FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS THEREOF. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SHARES OFFERED HEREBY ARE HIGHLY SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS.”

THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THERE IS CURRENTLY NO PUBLIC MARKET FOR THE SHARES AND INVESTORS MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THE SHARES ARE NOT PUBLICLY TRADED, AND NO MARKET EXISTS. CONSEQUENTLY, THE PURCHASE PRICE OF THE SHARES HAS BEEN ARBITRARILY DETERMINED BY THE COMPANY WITHOUT ARM’S LENGTH NEGOTIATIONS AND DOES NOT NECESSARILY BEAR ANY RELATIONSHIP TO MARKET VALUE, ASSETS, BOOK VALUE, OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

WHEN USED IN THIS MEMORANDUM, THE WORDS “FORECASTS,” “PLANS,” “ESTIMATES,” “PROJECTIONS” AND OTHER SIMILAR EXPRESSIONS ARE INTENDED TO QUALIFY FORWARD LOOKING STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES, INCLUDING THOSE DISCUSSED IN “RISK FACTORS,” THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM PROJECTED RESULTS. NO ASSURANCE CAN BE MADE AS TO ACTUAL RESULTS. THE COMPANY HAS NO OBLIGATION TO PUBLICLY OR PRIVATELY DISCLOSE ANY REVISIONS TO ANY SUCH FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER APRIL 1, 2019, OR TO SUBSEQUENTLY DISCLOSE THE OCCURRENCE OF UNANTICIPATED NEGATIVE OR POSITIVE EVENTS. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE MADE HEREUNDER SHALL IMPLY THAT THERE HAS BEEN NO MATERIAL CHANGE IN THE AFFAIRS OF THE COMPANY SINCE APRIL 1, 2019, OR THAT THE INFORMATION CONTAINED HEREIN IS COMPLETE OR CORRECT AS OF ANY SUBSEQUENT TIME.

THIS OFFERING IS SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION BY THE COMPANY WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART FOR ANY REASON, OR TO ALLOT TO ANY SUBSCRIBER LESS THAN THE NUMBER OF SHARES SUBSCRIBED FOR, OR TO WAIVE ANY CONDITIONS TO PURCHASE OF THE SHARES.

IN MAKING AN INVESTMENT DECISION, INVESTORS SHOULD RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING POTENTIAL BENEFITS AND RISKS. THE PURPOSE OF THIS MEMORANDUM IS TO AID IN SUCH AN EXAMINATION AND NOT TO BE THE SOLE BASIS FOR AN INVESTMENT DECISION.

EACH OFFEREE MAY MAKE INQUIRIES OF THE COMPANY ABOUT THE COMPANY’S BUSINESS, OR ANY OTHER MATTERS RELATING TO THE COMPANY, AND AN INVESTMENT IN THE SHARES. EACH OFFEREE MAY OBTAIN ADDITIONAL INFORMATION AND / OR DOCUMENTS IN CONNECTION WITH MAKING AN INVESTMENT DECISION (TO THE EXTENT THAT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE). ANY DOCUMENT AN OFFEREE WISHES TO REVIEW MAY BE MADE AVAILABLE FOR INSPECTION AND COPYING OR FURNISHED, UPON REQUEST, SUBJECT TO THE OFFEREE’S AGREEMENT TO MAINTAIN SUCH INFORMATION IN CONFIDENCE. ANY SUCH INQUIRIES OR REQUESTS FOR ADDITIONAL INFORMATION OR DOCUMENTS SHOULD BE MADE IN WRITING TO THE COMPANY, ADDRESSED AS FOLLOWS: TRUST HILLS COMPANY, LTD., ATTN: JAMES CHAMBERLIN, PRESIDENT, 951 YAMATO RD. SUITE 201. BOCA RATON FL 33431 USA; TELEPHONE: 800.816.5011 FACSIMILE: 778.800.4824; E-MAIL: JIM.C@TRUSTHILLS.COM.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION, OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM, IN CONNECTION WITH THE OFFER OF THE SHARES AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON BY A SUBSCRIBER AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY SECURITY OTHER THAN THE SHARES OFFERED HEREBY. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SHARES TO ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE COMPANY IS NOT QUALIFIED TO DO SO.

THE STATEMENTS CONTAINED HEREIN ARE BASED ON INFORMATION BELIEVED BY THE COMPANY TO BE RELIABLE. THIS MEMORANDUM CONTAINS SUMMARY REFERENCES TO CERTAIN DOCUMENTED DATA RELATING TO THE COMPANY AND THE PURCHASE OF THE SHARES, AS WELL AS STATEMENTS OF BUSINESS OBJECTIVES THAT REFLECT MANAGEMENT’S OPINIONS ABOUT THE APPLICABILITY OF NATIONAL AND INTERNATIONAL LAWS AND REGULATIONS.  SUCH STATEMENTS AND SUMMARY REFERENCES ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE ORIGINAL DOCUMENTATION, LAWS AND REGULATIONS, WHICH WILL BE MADE AVAILABLE TO OFFEREES ON REQUEST.

ACCREDITED INVESTORS ONLY

THIS OFFERING IS BEING MADE ONLY TO ACCREDITED INVESTORS AS THAT TERM IS DEFINED PURSUANT TO RULE 501 OF REGULATION D OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PURSUANT TO REGULATION D. QUALIFIED INVESTORS WILL BE REQUIRED TO MEET CERTAIN INCOME AND NET WORTH STANDARDS, AND IN SOME CASES, DEMONSTRATE ADEQUATE BUSINESS AND FINANCIAL EXPERIENCE.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE ACT, OR UNDER THE LAWS OF ANY STATE, BY THE REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

MULTI STATE SECURITIES LAW NOTICE

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE ACT, OR THE SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH STATE LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL

NOTICE TO CALIFORNIA RESIDENTS

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE CALIFORNIA DEPARTMENT OF CORPORATIONS, BY THE REASON OF SPECIFIC EXEMPTIONS CONTAINED IN SECTION 25102(F) OF THE CALIFORNIA SECURITIES ACT OF 1968. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

NOTICE TO FLORIDA RESIDENTS

EACH FLORIDA RESIDENT WHO SUBSCRIBES FOR THE PURCHASE OF SECURITIES HEREIN HAS THE RIGHT, PURSUANT TO SECTION 517.061(11)(A)5 OF THE FLORIDA SECURITIES ACT, TO WITHDRAW HIS SUBSCRIPTION FOR THE PURCHASE AND RECEIVE A FULL REFUND OF ALL MONIES PAID WITHIN THREE BUSINESS DAYS AFTER THE EXECUTION OF THE SUBSCRIPTION AGREEMENT OR PAYMENT FOR THE PURCHASE HAS BEEN MADE, WHICHEVER IS LATER. WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER OR FAX TO THE COMPANY AT THE ADDRESS SET FORTH IN THIS MEMORANDUM INDICATING HIS INTENTION TO WITHDRAW.

SUCH LETTER OR FAX SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THIRD BUSINESS DAY. IT IS ADVISABLE TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, IN PERSON OR BY TELEPHONE TO AN OFFICER OF THE COMPANY, A WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE REQUESTED.

SHARE SWAP

IN ANTICIPATION OF THE COMPANY BECOMING A CANADIAN PUBLIC ENTITY, IT IS EXPECTED THAT ITS LEGAL PRESENCE WILL BE MIGRATED TO BRITISH COLUMBIA VIA A SHARE SWAP, WHICH WOULD INVOLVE EXISTING SHAREHOLDERS SWAPPING THEIR SHARES IN THC FOR SHARES IN THE THC BRITISH COLUMBIA COMPANY.

THE PROCESS OF THE SHARE SWAP WOULD BE AS FOLLOWS: TRUST HILLS COMPANY, LTD. HAS BEEN INCORPORATED IN BRITISH COLUMBIA CANADA (“TRUST HILLS BC”); AND THE SHAREHOLDERS OF TRUST HILLS, ON OR ABOUT JULY 1, 2019, WILL CONVERT THEIR SHARES IN TRUST HILLS INTO NEW SHARES IN TRUST HILLS BC IN THE SAME PROPORTION AND CARRYING THE SAME RIGHTS AS THEIR SHAREHOLDINGS IN TRUST HILLS.

THE RESULT IS THAT, FOLLOWING THE SHARE SWAP, THE FORMER SHAREHOLDERS OF TRUST HILLS WOULD HOLD SHARES IN TRUST HILLS BC INSTEAD, AND TRUST HILLS WOULD BECOME A WHOLLY-OWNED SUBSIDIARY OF TRUST HILLS BC. UNDER THIS STRUCTURE, TRUST HILLS BC WOULD BECOME THE PRIMARY OPERATING COMPANY AND TRUST HILLS WOULD REMAIN IN ACTIVE LEGAL STATUS AS A UNITED STATES CORPORATION FOR TAX PURPOSES, AND TO MAINTAIN AND TO GAIN ASSOCIATIONS WITH ENTITIES, NOT LIMITED TO UNIVERSITY’S AND DOMESTIC INSTITUTIONS, WHERE FOREIGN PARTICIPATION AND OR PARTNERSHIP IS DISALLOWED AND/OR NOT PREFERRED.

UPON COMPLETION OF THE SHARE SWAP, ANY LEGAL AGREEMENTS WITH TRUST HILLS (E.G. CUSTOMER, SUPPLIER, EMPLOYEE AND CONTRACTOR ARRANGEMENTS) WOULD BE TRANSFERRED TO TRUST HILLS BC. AS PART OF THE RESTRUCTURING TRANSACTION, INTER-COMPANY ARRANGEMENTS BETWEEN TRUST HILLS AND TRUST HILLS BC WOULD BE ENTERED INTO, COVERING MATTERS SUCH AS THE OWNERSHIP AND USAGE RIGHTS OF TRUST HILLS’S INTELLECTUAL PROPERTY AND PROVISION OF SERVICES BETWEEN THE ENTITIES.

THE TRUST HILLS SHAREHOLDERS’ INTERESTS AS SHAREHOLDERS IN TRUST HILLS BC WOULD BE REPRESENTED AND, TO THE EXTENT PRACTICABLE, THEIR RIGHTS IN RELATION TO THE BUSINESS AS A WHOLE WOULD BE APPROPRIATELY PRESERVED AND PROTECTED. HOWEVER, GIVEN THE DIFFERENCES IN CORPORATE, SHAREHOLDER, AND SECURITIES LAWS IN CANADA, IT MAY NOT BE POSSIBLE TO EXACTLY REPLICATE ALL EXISTING SHAREHOLDER RIGHTS.

Marijuana Based Risk Factors

U.S. Federal regulation and enforcement may adversely affect the implementation of medical and recreational marijuana laws and regulations may negatively impact our revenues and profits.

Continued development of the cannabis market is dependent upon continued legislative authorization of cannabis at the state level. Conversely, under the Controlled Substances Act (the “CSA”), the policy and regulations of the U.S. Federal government and its agencies is that cannabis has no medical benefit and a range of activities including cultivation and use of cannabis for personal use is prohibited, unless the cannabis meets the definition of hemp (as addressed above). The Company will endeavor to ensure that all of the products it sells fall within the exemption from the Controlled Substances Act that passed in December 2018 in the Agriculture Improvement Act of 2018.

The FDA has taken the position that products that contain cannabis or cannabis derived compounds that meet the exemption from the Controlled Substances Act are still subject to regulation by the FDA if they are used in food or health products.  According to the FDA, “Congress explicitly preserved the FDA’s current authority to regulate products containing cannabis or cannabis-derived compounds under the Federal Food, Drug, and Cosmetic Act (FD&C Act) and section 351 of the Public Health Service Act.”  There is a risk that federal authorities may enforce current federal law, and we may be deemed to be facilitating the selling or distribution of food or health products in violation of federal law. Enforcement of the current FDA regulatory position on cannabis may thus directly and indirectly adversely affect revenues and profits of the Company.

Each state that has legalized medical or recreational marijuana tracks and reports information in different ways. Some track the number of registered patients, while others provide in-depth reports on tax revenues, number of licensed businesses and the amount of cannabis sold. Several states – particularly those with little or no regulations – don’t track anything. No federal agencies oversee any aspect of the industry, meaning there’s no official national data. Therefore, obtaining reliable information within and across state markets will be an immense challenge, if not impossible.

Marijuana remains illegal under federal law

Marijuana that does not meet the exemption provided for hemp in the Agriculture Improvement Act of 2018 remains illegal under federal law. It is a schedule-I controlled substance. Even in those jurisdictions in which the use of medical marijuana has been legalized at the state level, its prescription is a violation of federal law. The United States Supreme Court has ruled in United States v. Oakland Cannabis Buyers’ Cooperative and Gonzales v. Raich that the federal government has the right to regulate and criminalize cannabis, even for medical purposes. Therefore, federal law criminalizing the use of marijuana preempts state laws that legalize its use for medicinal purposes. Presently, despite federal law, many states are maintaining existing laws and passing new ones in this area. This may be because the Obama Administration made a policy decision to allow states to implement these laws and not prosecute anyone operating in accordance with applicable state law. There is no certainty as to what actions will or will not be taken by the Trump administration.

Regardless of the Trump administration’s policy decision, the federal government may at any time choose to enforce the federal law, and, in the past, it has investigated medical marijuana businesses in the various states in which we do business or seek to do business. A change in the federal attitude towards enforcement could cripple the industry. Although we will not engage in any unlawful practices of marketing, selling, or producing marijuana or marijuana related products, there is a risk that we could be deemed to facilitate the selling or distribution of marijuana in violation of the federal Controlled Substances Act, or be deemed to be aiding or abetting, or being an accessory to, a violation of the Controlled Substances Act. Additionally, even if the Federal government does not prove a violation of the Controlled Substances Act, the federal government may seize, through civil asset forfeiture proceedings, certain Company assets, such as equipment, real estate, moneys and proceeds if the government can prove a substantial connection between these assets and marijuana distribution or cultivation.

Adverse actions taken by the federal government may lead to delays of our business operations, disruptions to our revenue streams, losses of substantial assets, and substantial litigation expenses. Furthermore, the medical marijuana industry is our primary target market, and if this industry were unable to operate, we would lose the majority of our potential clients, which would have a negative impact on our business, operations and financial condition.

The Company and the people and entities that the Company does business with may have difficulty accessing the service of traditional financial services institutions.

As discussed above, the use of marijuana is illegal under federal law. Therefore, there is a strong argument that banks cannot lawfully accept funds for deposit from the marijuana industry. On February 14, 2014, the U.S. Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”) released guidance to banks “clarifying Bank Secrecy Act (“BSA”) expectations for financial institutions seeking to provide services to marijuana- related businesses.” However, as discussed above, the new Trump administration may reverse or change current policies or implement more adverse policies. Any adverse actions related to banks or financial institutions in the marijuana industry could materially harm our business. The industry faces intense media attention and public pressure.

The cannabis marketplace is controversial. Certain members of the media, politicians, government regulators and advocate groups, including independent doctors have called for an outright ban of all cannabis products, pending regulatory review and clinical studies. A ban of this type would likely have the effect of terminating our United States’ sales and marketing efforts of certain products and services which we may currently market or have plans to market in the future. Such a ban would have a material adverse effect on our business, financial condition and performance.

The Company may have difficulty accessing bankruptcy courts

As discussed above, the use of marijuana is illegal under federal law. Therefore, there is a strong argument that the federal bankruptcy courts cannot provide relief for parties who engage in marijuana or marijuana-related businesses. Recent bankruptcy rulings have denied bankruptcies for dispensaries upon the justification that businesses cannot violate federal law and then claim the benefits of federal bankruptcy for the same activity and upon the justification that courts cannot ask a bankruptcy trustee to take possession of and distribute marijuana assets as such action would violate the Controlled Substances Act. Therefore, we may not be able to seek the protection of the bankruptcy courts and this could materially affect our business or our ability to obtain credit.

State and municipal governments in which we do business or seek to do business may have or may adopt laws that adversely affect our ability to do business

While the federal government has the right to regulate and criminalize marijuana, which it has in fact done, state and municipal governments may adopt additional laws and regulations that further criminalize or negatively affect marijuana businesses. States that currently have laws that decriminalize or legalize certain aspects of marijuana, such as medical marijuana, could in the future, reverse course and adopt new laws that further criminalize or negatively affect marijuana businesses. Additionally, municipal governments in these states may have laws that adversely affect marijuana businesses, even though there are no such laws at the state level. For example, municipal governments may have zoning laws that restrict where marijuana operations can be located and the manner and size of which they can expand and operate. These municipal laws, like the federal laws, may adversely affect our ability to provide our services, and adverse enforcement actions under these laws may lead to costly litigation and a closure of the businesses with which we provide services, in turn, affecting our own business. Moreover, if additional states do not adopt laws that legalize certain aspects of the marijuana industry, we may not be able to expand our business in the manner in which we prefer.

Also, given the complexity and rapid change of the federal, state and local laws pertaining to marijuana, the Company may incur substantial legal costs associated with complying with these laws and in acquiring the necessary state and local licenses required by our business endeavors.

FOR ALL OF THE AFORESAID REASONS, AND OTHERS, INCLUDING THOSE SET FORTH HEREIN, THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING AN INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THESE AND OTHER FACTORS SET FORTH IN THIS MEMORANDUM. THESE SECURITIES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT IN THE COMPANY AND HAVE NO IMMEDIATE NEED FOR A RETURN ON THEIR INVESTMENT.

The Subscriber understands that the purchase price for the Securities is payable to Trust Hills Company, Ltd. in full upon subscription. Interest will not be earned on subscriptions.

2.            Representations and Understandings. The Subscriber hereby makes the following representations, warranties and agreements and confirms the following understandings:

(i)            the Subscriber understands and agrees:

i.              That the Securities have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being sold pursuant to the exemption provided by Rule 506 promulgated hereunder; and,

ii.             that the Securities have not been registered or qualified under the applicable state securities laws of any jurisdiction, and that the Securities are being offered and sold pursuant to applicable exemptions there from; and

iii.            That a legend will be placed on each of the share certificates that comprises and represents the Shares which will state as follows:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THEIR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SECURITIES UNDER THE ACT, OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED”; and,

iv.           that a notation in the records of the Company will be made regarding any restrictions on transfer of the Securities pursuant to Paragraph 2(i)(c) above.

(ii)           The Subscriber is purchasing the Securities for its own account and not with a view to resell or distributes the Securities except in full compliance with all applicable U.S. federal and state securities laws. The Subscriber has such knowledge and experience in financial and business matters that Subscriber can evaluate the merits and the risks of the acquisition of the Securities and, by reason of Subscriber’s financial and business experience (either alone or together with any purchaser representative), Subscriber has the capacity to protect Subscriber’s interest in connection with the acquisition of the Securities.

(iii)          The Subscriber has received a copy of the “Risk Factors,” has reviewed it carefully and has had an opportunity to question representatives of the Company and to obtain such additional information concerning the Company as it has requested. Subscriber is not purchasing the Securities as the result, directly or indirectly of any form of general solicitation or general advertising, including any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio.

(iv)         The Subscriber has evaluated the risks of its investment in the Company. In evaluating such investment, the Subscriber has been provided with a reasonable opportunity to consult with its own investment and/or legal advisor(s).

(v)          Subscriber [PLEASE INITIAL THE APPROPRIATE SPACE] is ____ is not _____ an “Accredited Investor,” as such term is defined in Rule 501 promulgated under the Act.  If Subscriber is an Accredited Investor, please initial and complete all of the spaces in this Paragraph 2(v) appropriate to Subscriber’s facts:

i.              ___ Subscriber is a natural person who is subscribing on behalf of himself or herself (or on behalf of a revocable trust of which subscriber is the grantor), whose net worth or joint net worth with his or her spouse exceeds $1,000,000, excluding the value of their primary residence.

ii.             ___ Subscriber is a natural person who is subscribing on behalf of himself or herself (or on behalf of a revocable trust of which subscriber is the grantor), whose individual income exceeds $200,000, or whose income together with that of his or her spouse exceeded $300,000, in either case, in each of the two most recent years and who reasonably expects such income to exceed $200,000 in the case of individual income or $300,000 in the case of joint income in the current year.

iii.            ___ Subscriber is an employee benefit plan within the Employee Retirement Income Security Act of 1974 (“ERISA”) [PLEASE INITIAL THE SPACE APPROPRIATE TO SUBSCRIBER’S FACTS]:

1.            ____ where the investment decision is being made by a plan fiduciary, as defined in Section 3(21) thereof, which is (i) ____ a bank, (ii) ____ a savings and loan association, (iii) ____ an insurance company or (iv) ____ a registered investment advisor; or

2.            ____ where the investment decision is made by a plan fiduciary who is not among those listed in clause (c)(1) above, but the plan has total assets in excess of $5,000,000; or

iv.           ___ Subscriber is a self-directed employee benefit plan where the investment decisions are made solely by persons that are “Accredited Investors” and the investments are made only on behalf of those persons, in which case the Subscriber has set forth below the name of each such person and each such person has completed and signed a supplemental copy of this Subscription Agreement (indicating therein that it is such a supplement and not intended to constitute a separate subscription) [PLEASE SET FORTH EACH NAME IN THE SPACE PROVIDED].
_________________________________________________________________________________________________________________________________________________________________________________

v.            Subscriber is an irrevocable trust which has total assets in excess of $5,000,000, which was not formed for the specific purpose of acquiring the Securities, and whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D, by reason of the business or financial experience of such person or by reason of the business or financial experience of the Purchaser Representative of such trust, who is unaffiliated with and who is not, directly or indirectly, compensated by the COMPANY or its affiliates, which business and financial experience consists of the following: [PLEASE DESCRIBE, WITH APPROPRIATE REFERENCE TO EDUCATIONAL BACKGROUND AND BUSINESS, PROFESSIONAL AND INVESTMENT EXPERIENCE; IF A PURCHASER REPRESENTATIVE IS USED, THAT PERSON MUST SIGN THE CERTIFICATE OF THE PURCHASER REPRESENTATIVE WHICH IS ATTACHED AS AN ADDENDUM TO THIS SUBSCRIPTION AGREEMENT] ____________________________________________________________________________________________________________________________________________________________________________________

vi.           ___ Subscriber is (1) a bank as defined in Section 3(a)(2) of the Act, whether acting in its individual or fiduciary capacity, or (2) a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity.

vii.          ___ Subscriber is a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

viii.         ___ Subscriber is an insurance company as defined in Section 2(a)(13) of the Act.

ix.           ___ Subscriber is an investment company registered under the Investment Company Act of 1940.

x.            ___ Subscriber is a business development company, as defined in section 2(a) (48) of the Investment Company Act of 1940.

xi.           ___ Subscriber is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

xii.          ____ Subscriber is a private business development company, which meets the definition in Section 202(a) (22) of the Investment Advisers Act of 1940.

xiii.         ___ Subscriber is a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, which plan has total assets in excess of $5,000,000.

xiv.         ___ Subscriber is an organization described in Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust or a partnership, which has assets in excess of $5,000,000 and which was not organized for the purpose of investing in the Securities or is a non-USA organization whose beneficial ownership interests do not include citizens or permanent residents of the USA.

xv.          ___ Subscriber is a director or executive officer of the COMPANY.

xvi.         ___ Subscriber is an entity in which all the equity owners are “Accredited Investors,” in which case the Subscriber has set forth below the name of each such person and each such person has completed and signed a supplemental copy of this Subscription Agreement (indicating therein that it is such a supplement and not intended to constitute a separate subscription) [PLEASE SET FORTH EACH NAME IN THE SPACE PROVIDED] _________________________________________________________________________________________________________________________________________________________________________________

xvii.        ___ Subscriber is an individual retirement account (IRA), and the participant (i.e., the equity owner of the account) is an “Accredited Investor,” in which case the Subscriber has set forth below the name of such participant, and such person has completed and signed a supplemental copy of this Subscription Agreement (indicating therein that it is such a supplement and not intended to constitute a separate subscription. [PLEASE SET FORTH NAME IN THE SPACE PROVIDED]

xviii.       ___ If Subscriber is a foundation or endowment fund or an employee benefit plan governed by ERISA, such person’s investment has been duly approved by all persons whose approval is required and is not prohibited or restricted by any provisions of the governing – or any related – instrument of – or pertaining to – such foundation, plan or endowment, and such foundation, plan or endowment has consulted its counsel and other advisors with respect to its investment.

xix.         Subscriber [PLEASE INITIAL] is ___ a U.S. Person, as defined in this section; if Subscriber is a U.S. Person, Subscriber agrees to notify the COMPANY within 60 days of the date it ceases to be a U.S. Person.  U.S. Person means:

1.            any natural person resident in the United States;
2.            any partnership or corporation organized or incorporated under the laws of the United States;
3.            any estate of which any executor or administrator is a U.S. Person;
4.            any trust of which any trustee is a U.S. Person;
5.            any agency or branch of a foreign entity located in the United States;
6.            any non-discretionary account or similar account held by a dealer or other fiduciary for the benefit or account of a U.S. Person;
7.            any discretionary account or similar account held by a dealer or other fiduciary organized, incorporated, or (if individual) resident in the United States; and
8.            Any partnership or corporation if:
a.            organized or incorporated under the laws of any foreign jurisdiction; and
b.            formed by a U.S. Person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated and owned, by accredited investors who are not natural persons, estates or trusts. Notwithstanding the foregoing definition of “U.S. Person”;
9.            Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if individual) resident in the United States shall not be deemed a U.S. Person.
10.          Any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person shall not be deemed a U.S. Person if:
a.            an executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and
b.            the estate is governed by foreign law.
11.          Any trust of which any professional fiduciary acting as trustee is a U.S. Person shall not be deemed a U.S. Person if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settler if the trust is revocable) is a U.S. Person.
12.          Any employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country shall not be deemed a U.S. Person.
13.          Any agency or branch of a U.S. Person located outside the United States shall not be deemed a U.S. Person if:
a.            the agency or branch operates for valid business reasons; and
b.            the agency or branch is engaged in the business of   insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located.
14.          The International Monetary Fund, the International Bank for Reconstruction and Development Bank, the Asian Development Bank, the African Development Bank, the United Nations and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

xx.          Subscriber’s net worth is more than ten (10) times its proposed investment in the Shares and Subscriber has ascertained by independent financial advice that the proposed investment is suitable, and that Subscriber is financially able to bear the economic risk of the investment, including the total loss thereof.

xxi.         Subscriber has no need for any liquidity in its investment and can bear the economic risk of its investment for an indefinite period. Subscriber has been advised and is aware that there is currently no public market for the Securities and that no public market for the Securities can be assured or promised.

xxii.        Subscriber has relied solely upon independent investigations made by it or its representatives with respect to the Securities subscribed for herein.

xxiii.       Subscriber agrees not to transfer or assign its subscription hereunder or any interest therein.

xxiv.       If executing this Subscription Agreement in a representative or fiduciary capacity, the undersigned has full power and authority to execute and deliver this Subscription Agreement on behalf of its principal for whom the undersigned is executing this Subscription Agreement, and such principal has the full right and power to perform pursuant to this Subscription Agreement and to acquire the Securities.

xxv.        This subscription constitutes an irrevocable offer to purchase the Shares for thirty (30) calendar days, unless sooner accepted or rejected by the Company in its discretion. If rejected by the Company for any reason, a full refund, without deduction or interest, will be made to Subscriber by Company and its directors, officers and agents will have no further liability to the prospective Subscriber.

xxvi.       There can be no assurance as to the federal or state tax consequences of an investment in the Shares.

xxvii.      All information, that has been received, or has yet to be received, shall be kept in confidence by the Subscriber and shall not be used by the Subscriber to the Subscriber’s personal benefit (other than in connection with the subscription for the Shares) or disclosed to any third party for any reason; provided, that this obligation shall not apply to any such information which (i) is part of the public knowledge or literature and readily accessible at the date hereof; (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of these provisions); or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements including, without limitation, any Subscription Agreement they may have with the Company).

xxviii.     Neither this Subscription Agreement nor any provisions hereof shall be waived, modified, changed, discharged, terminated, revoked, or canceled except by an instrument in writing signed by the party against whom any change, discharge, or termination is sought.

xxix.       Failure of the Company to exercise any right or remedy under this Subscription Agreement or any other agreement between the Company and the Subscriber, or otherwise, or delay by the Company in exercising such right or remedy, will not operate as a waiver thereof.  No waiver by the Company will be effective unless and until it is in writing and signed by the Company.

xxx.        This Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Colorado, and shall be binding upon the Subscriber, the Subscriber’s heirs, estate, legal representatives, successors and assigns and shall inure to the benefit of the Company and its successors and assigns.

xxxi.       In the event that any provision of this Subscription Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule of law.  Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

xxxii.      This Subscription Agreement, and any documents referenced therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede any and all prior or contemporaneous representations, warranties, agreements and understandings in connection therewith. Except as otherwise provided in this Paragraph (XX), this Subscription Agreement may be amended only by a writing executed by all parties hereto.

xxxiii.     The Subscriber has previously made the following types of investments [PLEASE INITIAL THE APPROPRIATE SPACES]:

_____ Listed Stocks
_____ OTC Stocks
_____ Bonds
_____ Mutual Funds
_____ Public Direct Investments (limited partnership or LLC)
_____ Private Direct Investments (limited partnership or LLC)
_____ Venture Capital or other Early-Stage Investments

3.            No Regulatory Endorsement.  Subscriber understands that no Federal or state agency has recommended or endorsed the purchase of the Securities or passed upon the adequacy or accuracy of the information set forth in the Subscription Agreement (including the Exhibits thereto).
4.            Indemnification. Subscriber warrants the truth and accuracy of all Subscriber’s representations, warranties and agreements, and the truth and accuracy of all of the information provided by Subscriber and included in this Subscription Agreement, and agrees to indemnify and defend the Company and its directors and officers and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of any breach of or inaccuracy in Subscriber’s representations, warranties or agreements herein, including any action, suit or proceeding based on a claim that any of such representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or any of its directors or officers under the Act or any applicable state securities laws of any jurisdiction.
5.            Attorney’s Fees and Costs.  The court may award either party in any controversy, claim or litigation relating to this Subscription Agreement reasonable attorney’s fees and costs, in addition to any other appropriate relief.