STOCK SUBSCRIPTION AGREEMENT

The undersigned hereby subscribes for the purchase of [NUMBER] shares of the common stock at its stated par value (the “Shares”) of [COMPANY], a Delaware corporation (the “Corporation”), as part of that certain asset purchase transaction involving the transfer of substantially all of the asset of the undersigned.

The undersigned is aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, in reliance on exemptions from such registration. The undersigned understands that reliance by the Corporation on such exemptions is predicated in part upon the truth and accuracy of the statements made by the undersigned in this Stock Subscription Agreement.

The undersigned hereby represents and warrants that the undersigned:

either alone or with the assistance of the undersigned’s professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the undersigned’s purchase of the Shares; and

has sufficient financial resources to be able to bear the risk of the undersigned’s investment in the Shares.

The undersigned hereby represents and warrants that the undersigned is purchasing the Shares for the undersigned’s own account for investment purposes and not with a view toward the sale or distribution of all or any part of the Shares. No one other than the undersigned has any beneficial interest in the Shares, except as provided by applicable community property laws.

The undersigned understands that because the Shares have not been registered under the Securities Act, (i) the Shares have the status of securities acquired in a transaction under Section 4(a)(2) of the Securities Act; and (ii) the Shares cannot be sold unless the Shares are subsequently registered or an exemption from registration is available.

The undersigned will in no event sell or distribute all or any part of the Shares unless (i) there is an effective registration statement under the Securities Act and applicable state securities laws covering any such transaction involving the Shares, or (ii) the Corporation receives an opinion of the undersigned’s legal counsel, in form acceptable to the Corporation, stating that such transaction is exempt from registration, or (iii) the Corporation otherwise satisfies itself that such transaction is exempt from registration.

The undersigned understands that the Corporation’s by-laws may include restrictions on transfer of the Shares and that this Subscription, and the issuance of the Shares are contingent upon the undersigned’s execution of. and subject to the term and conditions of, that certain Asset Purchase Agreement and a Stockholders Agreement