SERIES C-1 PREFERRED STOCK
THIS SUBSCRIPTION AGREEMENT (this “ Agreement ”) is made as of the last date indicated on the signature pages
hereto between Unidym, Inc., a Delaware corporation (the “ Company ”), and the undersigned investor party hereto (“ Investor
WHEREAS, the Company wishes to sell up to an aggregate of 1,111,112 shares of the Company’s Series C-1 Preferred
Stock (“ Shares ”) to the Investor, at a purchase price of $1.80 per Share, and the Investor wishes to purchase Shares from the
NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions, and upon acknowledgement of
each of the parties of the receipt of valuable consideration, the parties herein agree as follows:
1. Purchase and Sale of Shares .
1.1 The Closing . At the Closing (as defined below), the Company shall issue and sell to Investor such number
of Shares as is set forth immediately below Investor’s name on the signature pages hereto. Investor shall pay an amount equal
to $1.80 times the number of Shares to be purchased by the Investor (the “ Purchase Price ”) in cash (by check or wire transfer)
or by cancellation of indebtedness in United States Dollars to the Company to be held in escrow until the Closing, for release to
the Company thereafter. Promptly after the Closing, the Company shall deliver to Investor a duly executed certificate
representing the Shares which Investor is purchasing hereunder. The purchase and sale transaction contemplated hereby will
close on the first business day immediately following the satisfaction of the Closing conditions set forth herein, which is
targeted to be no later than 5:00 p.m., Pacific Time on November , 2008, as such date and time may be modified by the
Company in its sole discretion (such day, the “ Closing ”).
1.2 Additional Closing(s) .
(a) Conditions of Additional Closing(s) . At any time and from time to time following the Closing