ANDROCYTE LLC SUBSCRIPTION AGREEMENT Androcyte LLC, a Florida Limited Liability Company, (hereinafter the "Company") is offering for sale membership units ("Units") of the Company to the undersigned, the terms of which are set forth below. I. Subscription. On the terms and subject to the conditions of this Subscription Agreement, the undersigned hereby subscribes to Membershp Units of the Company representing 10-percent (10%) of the Company's outstanding Units as of the date of the execution of this Agreement, for a subscription price of two-hundred thousand dollars ($200,000.00). The undersigned hereby agrees that this subscription shall be irrevocable and shall survive the death or disability of the undersigned. Payment of the purchase price for the Units is due by the end of business, two weeks from the execution of this Agreement. 2. Acceptance of Subscription. The undersigned acknowledges that (i) the Company has the right to accept or reject this subscription in whole or in part, and (ii) this subscription shall be deemed to be accepted by the Company only when the Company signs this Subscription Agreement. The undersigned agrees that subscriptions need not be accepted by the Company in the order in which subscriptions are received. 3. Representations, Warranties, and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company, the Company's officers, directors, employees, attorneys, agents and any person who has solicited this subscription as follows: (a) The undersigned is an accredited investor as set forth below: An "accredited investor" is: • a bank, insurance company, registered investment company, business development company, or small business investment company; • an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total as