1771 East Flamingo Road, Suite 201A
Las Vegas, Nevada 89119
The undersigned understands
that Players Network, a Nevada corporation (the "Company"), is offering for sale shares of its common stock, par
value $.001 per share ("Shares") and warrants exercisable for shares of the Company's common stock ("Warrants")
on the terms and conditions set forth in this Subscription Agreement. The undersigned further understands that the offer and sale
of the Shares and the Warrants is being made without registration under the Securities Act of 1933, as amended (the "Securities
Authorization. On or prior to the Closing, the Company shall have authorized: (a) the sale and issuance to the Purchaser
of the Shares and the Warrants (collectively, the "Securities"); and (b) the sale and issuance of the shares of
Common Stock issuable upon exercise of the Warrants (the "Warrant Shares").
2. 1.2 Sale
and Issuance. Subject to the terms and conditions set forth in this Agreement, the Purchaser agrees to purchase at the Closing,
and the Company agrees to sell and issue to the Purchaser at the Closing, for an aggregate purchase price of Six Thousand Dollars
($6,000.00), Dollars that number of Shares equal to 200,000 ($.03) divided by the Closing Price and a callable warrant exercisable
for an additional number of shares of Common Stock equal to 100% of the shares of Common Stock purchased on the Closing Date at
the exercise price of $0.06 (the "Warrant Price"),
3. 1.3 Acceptance
of Subscription and Issuance of the Securities. It is understood and agreed that the Company shall have the right to accept
or reject this subscription in its sole discretion. Notwithstanding anything in this Agreement to the contrary, the Company shall
have no obligation to sell any Securities to any person who is a resident of a jurisdiction in which the sale or issuance of the
Securities would constitute a violation of the securities, "blue sky" or other similar laws of such jurisdiction (collectively
referred to as the "State Securities laws").
4. 1.4 Payment
for the Securities. At the Closing the Company shall deliver to the Purchaser a certificate or certificates, registered in
the name of the Purchaser as set forth in Schedule 2.4, representing the shares of Common Stock and a certificate, substantially
in the form of Exhibit A, representing the Warrant that the Purchaser is purchasing, against the purchase price therefor.
5. 1.5 Representations
and Warranties of the Company. The Company represents and warrants that:
(a) Organization, Good Standing and
Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the
State of Nevada and has all requisite corporate power and authority to own and operate its
properties and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to
transact business and is in good standing in each jurisdiction in which qualification is required, except where the failure
to so qualify, individually or in the aggregate, would not have a Material Adverse Effect.
(b) Capitalization. The authorized capital of
the Company consists, or will consist immediately prior to the Initial Closing, of (a) 25,000,000 shares of Preferred Stock, par
value $0.001 (the "Preferred Stock"), of which (i) 2,000,000 shares have been designated Series A Preferred Stock, and
(ii) 8,600,000 shares have been designated Series B Preferred Stock, none of which are outstanding and (b) 600,000,000 shares of
common stock, par value $0.001 ("Common Stock"), of which approximately 144,000,000 shares are issued and outstanding.
No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents. As of the Initial Closing Date, except as a result of the purchase and
sale of the Securities and for stock options issued by the Company to its employees, directors and consultants, there are no outstanding
options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities,
rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares
of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue
additional shares of Common Stock or securities convertible into or exercisable for shares of Common Stock. All of the outstanding
shares of capital stock of the Company are validly issued, fully paid and non-assessable, have been issued in compliance with all
U.S. federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or
similar rights to subscribe for or purchase securities.
(c) SEC Reports., Financial Statements. The Company
has filed all required SEC Reports for the two years preceding the Initial Closing Date (or such shorter period as the Company
was required by law to file such material). As of their respective dates, the SEC Reports complied in all material respects with
the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated there under,
as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all
material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in
effect at the time of filing. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise
specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all
footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated
Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject,
in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
(d) Authorization. The Company has all requisite
power and authority to execute, deliver and perform its obligations under the Transaction Documents. All corporate action on the
part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of the
Transaction Documents and the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance,
sale and delivery of the Shares and the Warrants pursuant to this Agreement, and the Warrant Shares pursuant to the Warrants,
has been taken or will be taken prior to the Closing. The Transaction Documents have been duly executed and delivered by the Company,
and assuming that they have been duly executed and delivered by any party thereto other than the Company or its affiliates, constitute
valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms,
except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies, limited by applicable federal or state securities laws or the public policy underlying such
(e) Valid Issuance of Shares and Warrant Shares.
The Shares and Warrant Shares have been duly authorized and, when issued, sold and delivered in accordance with the terms of this
Agreement for the consideration set forth herein, and with respect to the Warrant Shares, when issued, sold and delivered in accordance
with the terms of this Agreement and the Warrants for the consideration set forth in the Warrants will be duly and validly issued,
fully paid, and nonassessable and free of all Liens and restrictions on transfer other than the restrictions on transfer contained
in this Agreement, and under applicable state and federal securities laws. No further approval of the security holders or the Board
of Directors of the Company will be required for the issuance and sale of the Securities and the Warrant Shares to be sold as contemplated
herein and in the Warrants, respectively.
(f) Offering. Subject in part to the truth and
accuracy of the Purchaser's representations set forth in this Agreement, the offer, sale and issuance of the Shares, the Warrants,
the Warrant Shares and the Conversion Shares will be exempt from the registration requirements of the Securities Act, and are exempt
from registration and qualification under the registration, permit or qualification requirements of all applicable securities laws
of any state of the United States.
(g) Material Changes. Since the date of the latest
audited financial statements included within the SEC Reports, except as disclosed in the SEC Reports, (a) there has been no event,
occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, (b) the Company
has not incurred any liabilities (contingent or otherwise) other than (i) trade payables and accrued expenses incurred in the ordinary
course of business consistent with past practice and (ii) liabilities not required to be reflected in the Company's financial statements
pursuant to GAAP or required to be disclosed in filings made with the SEC, (c) the Company has not altered its method of accounting,
the Company has not declared or made any dividend
or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem
any shares of its capital stock and (e) the Company has not issued any equity securities to any officer, director or Affiliate,
except pursuant to existing Company equity incentive plans. The Company does not have pending before the SEC any request for confidential
treatment of information.
(h) Litigation. There is no action, suit,
inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or
affecting the Company, any of its directors, officers or employees or any of its properties before or by any court,
arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an "Action"), which (a) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents or the Securities or the transactions contemplated by the Transaction
Documents, or (b) would, if there were an unfavorable decision, have or reasonably be expected to result in, individually or
in the aggregate, a Material Adverse Effect.
(i) Compliance. The Company (a) is not in
default under or in violation of (and, to the Company's knowledge, no event has occurred that has not been waived that, with notice
or lapse of time or both, would result in a default by the Company under), nor has the Company received written notice of a claim
that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other similar agreement
or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation
has been waived) or any material contract filed by the Company with the SEC pursuant to the Securities Act, the Exchange Act or
the rules and regulations promulgated thereunder, (b) is in violation of any order of any court, arbitrator or governmental body
applicable to the Company, (c) is or has been in violation of any statute, rule or regulation of any governmental authority applicable
to the Company, including without limitation all foreign, federal, state and local laws applicable to its business.
(j) Title to Assets. The Company has good
and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and
marketable title in all personal property owned by it that is material to the business of the Company, in each case free and clear
of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the
use made and proposed to be made of such property by the Company and Liens for the payment of federal, state or other taxes, the
payment of which is neither delinquent nor subject to penalties.
(k) Patents and Trademarks. The Company owns,
or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights,
licenses and other similar rights that are necessary or material for use in connection with its business as described in the SEC
Reports and which the failure to so have would, individually or in the aggregate, have a Material Adverse Effect (collectively,
the "Intellectual Property Rights"). The Company has not received a written notice that the Intellectual
Property Rights used by the Company violates or infringes upon the rights of any Person. To the knowledge of the Company, all such
Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual
Property Rights of the Company.
(l) Regulatory Permits. The Company possesses
all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities
necessary to conduct its business as described in the SEC Reports, except where the failure to possess such permits would not,
individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect ("Material Permits"),
and the Company has not received any written notice of proceedings relating to the revocation or modification of any Material
(m) Transactions with Affiliates and Employees. Except as
set forth in the SEC Reports, none of the officers or directors of the Company and, to the knowledge of the Company, none of the
employees of the Company, is presently a party to any transaction with the Company or any Subsidiary (other than for services as
employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services
to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee
has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000 other than (a) for
payment of salary or consulting fees for services rendered, (b) reimbursement for expenses incurred on behalf of the Company and
(c) for other employee benefits, including stock option agreements under any equity incentive plan of the Company.
(n) Sarbanes-Oxley; Internal Accounting Controls. The
Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Initial
Closing Date. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (a)
transactions are executed in accordance with management's general or specific authorizations, (b) transactions are recorded as
necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (c) access
to assets is permitted only in accordance with management's general or specific authorization, and (d) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
Company and designed such disclosure controls and procedures to ensure that material information relating to the Company is made
known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently
filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated
the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the most recently filed periodic
report under the Exchange Act (such date, the "Evaluation Date"). The Company presented in its most recently filed
periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls
and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant
changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or,
to the Company's knowledge, in other factors that could materially affect the Company's internal controls.
(o) Disclosure. The Company has provided the Purchaser
with all the information that the Purchaser has requested for deciding whether to purchase the Series B Preferred Stock.
(p) Registration Rights. Except as provided in the Investor's
Rights Agreement the Company has not granted or agreed to grant any registration rights, including piggyback rights, to any person
(q) Corporate Documents. Except for amendments necessary
to satisfy representations and warranties or conditions contained herein (the form of which amendments has been approved by the
Purchaser), the Articles of Incorporation and Bylaws of the Company are in the form previously provided to the Purchaser.
(r) Tax Status. The Company has made or filed
all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which
it is subject (unless and only to the extent that the Company has set aside on its books provisions reasonably adequate for the
payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material
in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith
and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods
to which such returns, reports or declarations apply.
(s) Investment Company. The
Company is not, and is not an affiliate of, and immediately after receipt of payment for the Securities, will not be or be an affiliate
of, an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
(t) Insurance. The Company maintains insurance
underwritten by insurers of recognized financial responsibility, of the types and in the amounts that the Company reasonably believes
is adequate for its business as currently conducted, including, but not limited to, insurance covering all real and personal property
owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against,
with such deductibles as are customary for companies in the same or similar business, all of which insurance is in full force and
(u) Related Party Transactions. Except as
set forth in the SEC Reports, no transaction has occurred between or among the Company, on the one hand, and its affiliates, officers
or directors on the other hand.
(v) Foreign Corrupt Practices. Neither the
Company, nor, to the knowledge of the Company, any director, officer, agent, employee or other Person acting on behalf of the Company
has, in the course of its actions for, or on behalf of, the Company
(w) Full Disclosure. No representation or
warranty of the Company made in this Agreement and the Investor's Rights Agreement, including any schedules or exhibits hereto
or thereto, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary
to make the statements or facts contained herein or therein not misleading.
Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to the Company and to
each officer, director, controlling person and agent of the Company that:
a. (a) Organization;
Validity; Enforcements. (a) The Purchaser has power, authority and capacity to enter into this Agreement and to consummate
the transactions contemplated hereby, (b) the making and performance of this Agreement by the Purchaser and the consummation of
the transactions herein and therein contemplated will not violate or conflict with, result in the breach or violation of, or constitute,
either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust,
lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party, or any statute or any authorization,
judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency
or body applicable to the Purchaser, (c) no consent, approval, authorization or other order of any court, regulatory body, administrative
agency or• other governmental agency or body is required on the part of the Purchaser for the execution and delivery of this
Agreement or the consummation of the transactions contemplated by this Agreement, (d) upon the execution and delivery of this
Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with
their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors' rights generally.
b. (b) Purchase
Entirely for Own Account. The Securities are being acquired for investment for the Purchaser's own account, not as a nominee
or agent and not with a view to the resale or distribution of any part thereof.
c. (c) Information.
The Purchaser and his advisors, if any, have been furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The
Purchaser and his advisors, if any, have been afforded the opportunity to ask questions of the Company; provided, however, that
neither such inquiries nor any other due diligence investigations conducted by the Purchaser or his representatives shall modify,
amend or affect the Purchaser's right to rely on the Company's representations and warranties contained in Section 3. The Purchaser
has sought such accounting, legal and tax advice as he has considered necessary to make an informed investment decision with respect
to his acquisition of the Securities.
Experience. The Purchaser understands that the purchase of the Securities involves substantial risk. The Purchaser is an
investor in securities of companies in the developmental stage and acknowledges that he can bear the economic risk of his
investment and has such knowledge and experience in financial or business matters that he is capable of evaluating the merits
and risks of its investment in the Securities. The Purchaser has undertaken an independent analysis of the merits and the
risks of an investment in the Securities, based on the Purchaser's own financial circumstances.
(e) No General Solicitation.
The Purchaser acknowledges that he has not seen, received, been presented with, or been solicited by any leaflet, public promotional
meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or
general solicitation with respect to the Securities.
(f) Accredited Purchaser. The Purchaser is an
"accredited investor" within the meaning of SEC Rule 501 of Regulation D, as presently in effect and Purchaser has executed
the Certificate of Accredited Investor Status, attached hereto as Exhibit D.
(g) Restricted Securities.
The Purchaser understands that the Securities are characterized as "restricted securities" under the federal securities
laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited
circumstances. In this connection, the Purchaser represents that he is familiar with SEC Rule 144, as presently in effect, and
understands the resale limitations imposed thereby. The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer
or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities,
nor will the Purchaser engage in any short sale that results in a disposition of any of the Securities by the Purchaser, except
in compliance with the Securities Act and the rules and regulations promulgated thereunder and any applicable state securities
(j) Information Provided by Purchaser.
All information which the Purchaser has provided to the Company concerning the Purchaser, his financial position and his knowledge
of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate,
correct, and complete as of the date set forth herein or therein.
(k) Legends. The Purchaser
understands that, at all times until such time as (a) a registration statement registering the Shares and the Warrant Shares has
been declared effective or (b) the Shares and Warrant Shares may be sold pursuant to Rule 144 under the Securities Act without
any restriction as to the number of securities as of a particular date that can then be immediately sold, the Shares and the Warrant
Shares will bear a restrictive legend in substantially the following form:
"NEITHER THESE SECURITIES NOR
THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT."
Reliance on Exemptions. The Purchaser understands that the Securities are being offered and sold to him in reliance upon
specific exemptions from the registration requirements of the Securities Act, the rules and regulations promulgated thereunder
and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with,
the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to
determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities.
(m) No Government Review. The Purchaser understands that no United States federal or state agency or any other government
or governmental agency has passed upon or made any recommendation or endorsement of the Securities.
Waiver, Amendment. Neither this Agreement nor any provisions hereof shall be modified, changed, discharged or terminated
except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.
Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof
shall be assignable by either the Company or the undersigned without the prior written consent of the other party.
Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEVADA, REGARDLESS
OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF LAW.
Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only
and shall not affect the meaning or interpretation of this Agreement.
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.
Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been
duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid:
(a) If to the Company, to it at the following address:
1771 East Flamingo Rd 201A
Las Vegas, Nevada 89119
(b) If to the undersigned, to him
at the address set forth on the signature page hereto; or at such other address as either party shall have specified by notice
in writing to the other.
Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and
their respective heirs, legal representatives, successors and assigns.
Indemnification. The undersigned acknowledges that he understands the meaning and legal consequences of the representations,
warranties, and covenants set forth herein and that the Company has relied and will rely upon such representations, warranties
Therefore, he hereby agrees to indemnify
and hold harmless the Company and the officers, directors, controlling persons and agents of the Company from and against any and
all loss, claim, damage, liability or expense, and any action in respect thereof, joint or several, to which any such person may
become subject, due to or arising out a breach of any such representation, warranty, or covenant, together with all reasonable
costs and expenses (including attorneys' fees) incurred by any such person in connection with any action, suit, proceeding, demand,
assessment, or judgment incident to any of the matters so indemnified against.
Survival. All representations, warranties and covenants contained in this Agreement and the indemnification contained in
Section 1.14 shall survive (i) the acceptance of the subscription by the Company and (ii) the death or disability of the undersigned.
Notification of Changes. The undersigned hereby covenants and agrees to notify the Company upon the occurrence of any event
prior to the closing of the purchase of the Securities pursuant to this Agreement that would cause any representation, warranty,
or covenant of the undersigned contained in this Agreement to be false or incorrect.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this 8 day of April, 2014
||/s/ Mark Leibovit|
|Please issue in name of:
||10632 N Scottsdale Rd B-426|
|Chimney Rock Investments LLC
||Number and Street|
||Scottsdale, AZ 85254|
||City, State and Zip|
||SS# or Tax ID|
Accepted as of
May 10, 2014
By: /s/ Mark Bradley
check response A or B as appropriate:
_____ A. I am not an accredited
_____ B. I am an accredited investor because I am (please check the appropriate response):
_____ I have an individual net worth (or joint net worth
with spouse) in excess of $1,000,000; or
_____ I had an individual income (not including any amounts
attributable to spouse or to property owned by spouse) of more than $200,000 in each of the previous two calendar years and a reasonable
expectation to reach the same income level in the current year; or I had a joint income with spouse in excess of $300,000 in each
of the previous two calendar years and a reasonable expectation to reach the same income level in the current year; or
_____ I am a bank or savings and loan association, whether
acting in its individual or fiduciary capacity; or
_____ I am a broker-dealer registered pursuant to Section
15 of the Securities Exchange Act of 1934; or
_____ I am an insurance company; or
_____ I am an investment company registered under the
Investment Company Act of 1940, as amended, or a business development company as defined in said Act; or
_____ I am a Small Business Investment Company licensed
by the U.S. Small Business Administration; or
_____ I am a plan established and maintained by a state,
its political subdivisions or any agency or instrumentality thereof, for the benefit of its employees, if such plan has total assets
in excess of $5,000,000; or
_____ I am an employee benefit plan within the meaning
of Title I of the Employment Retirement Income Security Act of 1974 ("ERISA"), if the investment decision with respect
to this investment is made by a plan fiduciary which is either a bank, savings and loan association, insurance company or registered
investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, its investment
decisions are made solely by persons who are accredited investors; or
_____I am a private business development company as defined in the
Investment Advisors Act of 1940, as amended; or
_____ I am a corporation, Massachusetts or similar business
trust or partnership, or any tax exempt organization as defined in Section 501(c)(3) of the Internal Revenue Code, not formed for
the specific purpose of acquiring Investor Securities, with the total assets in excess of $5,000,000; or
_____ I am a trust with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring Investor Securities, whose purchase is directed.
IN WITNESS WHEREOF, the undersigned has executed
this Accredited Investor
Certification this 8
day of April, 2014
||/s/ Mark Leibovit|