Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 9, 2014

Date of Report (Date of earliest event reported)

SPOTLIGHT INNOVATION INC.

(Exact name of registrant as specified in its charter)

Nevada		333-141060		98-0518266
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6750 Westown Parkway, Suite 200-226 West Des Moines, IA		50266
(Address of principal executive offices)		(Zip Code)

(515) 274-9087

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 9, 2014, Spotlight Innovation, Inc. (the “Company”) entered into a series of agreements to sell to nine qualified investors, up to 900 Units, with each Unit consisting of 1,168 shares of convertible Series A Preferred Stock, at a price of $39.40 per share, for a total purchase price of $41,418,000 (the “Purchase Price”), and warrants to purchase an additional 413,964,900 shares of common stock for $165,681,009 at prices from $0.25 to $0.7035 per share over the next four to six years. The Series A Preferred Stock may be converted over the next 36 months into an aggregate of 105,120,000 shares of common stock with an average price of $0.394 per share when converted.

Under the terms of the Unit Subscription Agreement, the Purchase Price and the Securities (in certificate form) have been deposited in a restricted account with an Intermediary whereby an Account Management Agreement between the Investors, the Company and the Intermediary governs the release of the Purchase Price to the Company from the restricted account according to business and market development and valuation milestones provided in the subscription materials. The total invested cash is released in 36 cash “breakouts” based on formulas contained in the materials related to the stock price of the Company’s common stock. The subscription materials requires the Company to file a registration statement with the Securities and Exchange Commission.

Pursuant to the subscription agreements the Company will issue 500,000 shares of Series C Supervoting Preferred Stock to Cristopher Grunewald, President and member of the Board of Directors. Mr. Grunewald has executed a power of attorney in favor of Jonathan E. Kramer, PLC, who are holding these shares in escrow as Escrow Agent & Compliance Attorney under the subscription documents to act as an impartial arbiter and will assume control of these shares under certain circumstances as provided in the subscription materials.

There are several conditions precedent to the closing of the transactions referenced above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description	Filed with this Current Report		Incorporated by reference
				Form	Filing Date	Exhibit No.
10.4	Unit Subscription Agreement dated as of June 9, 2014.		x
10.5	Account Management Agreement dated as of June 9, 2014.		x
10.6	Escrow & Compliance Attorney Agreement dated as of June 9, 2014.		x
10.7	Form of Warrant Agreement dated as of June 9, 2014.		x
10.8	Memorandum of Terms.		x

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPOTLIGHT INNOVATION INC.

Date: June 11, 2014	By:	/s/ Cristopher Grunewald
	Name:	Cristopher Grunewald
	Title:	President

EXHIBIT 10.4

USA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

UNIT SUBSCRIPTION AGREEMENT

For Purchase of Units of Convertible Preferred Shares

And

Warrants to Purchase Common Shares in:

Spotlight Innovation

6750 Westown Pkwy Suite200-226

West Des Moines, IA 50266

515-274-9087515-274-9087

A Nevada Company

This is an offer to sell securities of Spotlight Innovation, Inc. ("Company") to the Investor(s). This Unit Subscription Agreement is conditional on completed Due Diligence meeting the satisfaction of the Investor(s), obtaining appropriate legal opinions and signing of the completed Transaction Documents.

THE OFFER AND SALE OF THE CONVERTIBLE PREFERRED SHARES AND WARRANTS ("UNITS") DESCRIBED HEREIN ARE NOT BEING ISSUED UNDER A REGISTRATION THROUGH THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THROUGH REGISTRATION WITH ANY STATE'S SECURITIES ACTS, BUT ARE BEING ISSUED IN RELIANCE UPON AVAILABLE EXEMPTIONS FROM SUCH ACTS' REGISTRATION REQUIREMENTS. UNITS PURCHASED HEREUNDER MAY BE SUBJECT TO CERTAIN RESTRICTIONS ON SALE, TRANSFER, HYPOTHECATION OR OTHERWISE. THESE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, AND NO SUCH COMMISSION HAS PASSED UPON OR ENDORSED THE MERITS OF THESE UNITS OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED. CHANGES IN INFORMATION OCCURRING AFTER THE DATE OF THIS MEMORANDUM ARE NOT NECESSARILY REFLECTED HEREIN. PURCHASE OF THESE UNITS INVOLVES A HIGH DEGREE OF RISK.

US NOTICE: Any dissemination of these possible terms to the general public, distribution within the borders of the United States of America, distribution to United States citizens abroad, or to other funding or investment sources could void any exemptions for Private Placement status under US Securities Law. The Company and Investor(s) agree that no public announcements or dissemination of any information to any source other than the Company, the Advisor, the Intermediary or the Investor(s) without an opinion from legal counsel attesting that such announcement or dissemination will not void the private placement exemption or violate Regulation D, Section 4(2) or Section 5 of the Securities Acts of the U.S..

This offer is an "All or None" offering. Should the full offering not be committed to, this offer would be rescinded and any terms become null and void.

INTRODUCTION

This Unit Subscription Agreement (the “Agreement”), dated as of (Closing Date) is made and entered into by and among Spotlight Innovation, a Nevada corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose name(s) are set forth on the Signature Page hereto (which persons and entities are herein referred to as the “Investor(s)”).

RECITALS

WHEREAS: the Company has authorized the sale and issuance of an aggregate number of shares of Convertible Preferred Stock of the Company for an amount of equity investment in a unit placement consisting of Convertible Preferred Shares and Warrants (to acquire additional Common Shares) set at prices to be specified in this agreement;

WHEREAS: each Investor(s) desires to purchase from the Company, and the Company desires to issue and sell to each Investor(s), certain Units consisting of shares of the Convertible Preferred Stock plus a specified number of Warrants as described in, and on the terms and conditions of this Agreement;

NOW, THEREFORE: in consideration of the promises and the mutual agreements, covenants, representations and warranties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, hereby agree as follows:

1.	Definitions and Construction

1.1.	Definitions. As used in this Agreement, the following terms shall have the indicated meanings:

"Account Management Agreement" ("AMA") is that agreement to enlist a third party Intermediary to administer the Use of Proceeds disbursements. This Agreement will be add ended to that AMA.

"Advisor" means Catwalk Capital, LLC who has been retained by the Investor(s) as their representative.

“Board” shall mean the Board of Directors of the Company.

“Closing” is the transfer of the cash payment to the Company against the delivery of the certificates representing the Convertible Preferred Shares and the Warrants to the Investor(s) as specified in Section 2.2 of this Agreement.

“Closing Date” shall be that date which Closing has occurred as specified in Section 2.2 of this Agreement. Closing shall be evidenced by a letter from Intermediary detailing the closing and the availability of funds (the "Closing Notification").

“Common Stock” shall mean the Company's common stock, par value $0.001 per share.

“Common Stockholders” shall mean any holder of common shares.

“Company” has the meaning specified in the Preamble to this Agreement.

"Conversion" shall mean the exchange of Preferred Stock for Common Stock under the conversion rate specified in Section 2.1. Said conversion shall occur as follows: The Intermediary shall deliver a notification of conversion (the "Conversion Notice") to the Company prior to the Breakout start requesting the exchange of the Preferred to Common. The Intermediary shall deliver the Preferred Shares, the Conversion Notice and an Instruction Letter to the Transfer Agent. The Company will deliver a letter authorizing the conversion, an attorney opinion letter stating the free trading nature of the shares, or a copy of an effective registration statement, the registration prospectus thereunder and any additional documents required by the Transfer Agent. The Transfer Agent will then deliver back to the Intermediary, either electronic or certificated (Non-Legended) Common Shares according to the instructions provided by the Intermediary. All conversions will use the following metric: That number of Preferred Shares being converted, multiplied by the Conversion Rate (as specified in Figure 1 of Section 2.1.1) will equal that amount of Common Shares.

(Preferred Shares X Conversion Rate = Converted Common Shares)

Conversion Notice: is that notification by the Intermediary to the Company and the Transfer Agent of its intent to convert the Preferred shares to Common in preparation to delivering against a specific Breakout.

Convertible Preferred Stock: shall mean that series of the Preferred Class Shares labeled as convertible to Common Shares of the company and fully described in Exhibit C of the Memorandum of Terms (the "MOT") hereto attached as Exhibit A. All Preferred Stock of this series will have a conversion feature to common stock.

Financial Statement(s): are those financial reporting documents of the Company produced according to GAAP and US securities regulations.

GAAP: shall mean Generally Accepted Accounting Principles as defined by the Financial Accounting Standards Board ("FASB").

Investor Stock: shall mean: (i.) the shares of Convertible Preferred Stock issued to an Investor(s) hereunder or otherwise owned by such Investor(s), (ii.) any shares of Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution on or with respect to, or in replacement of, any shares of Preferred or Converted Shares referred to in (i.) and (ii.) above and (iii.) the Warrants to buy common shares which are attached to the Units.

Legend, Legended: is that stamp applied or affixed to a securities instrument by the issuer or the issuers Transfer Agent which states any and all restrictions on the shares.

Material Adverse Effect: shall mean, with respect to any Person, a material adverse effect on the business, prospects, assets, financial condition or results of operations of such Person and its subsidiaries, if any, taken as a whole.

Transfer Agent: is that company retained by the Company to manage the transfer of its shares of stock.

Person: shall mean an individual, corporation, partnership, limited liability company or partnership, association, trust, joint venture or other entity.

Purchase Price: is that price paid per Unit purchased a specified in Section 2.1.2 of this Agreement.

SEC: shall mean the United States Securities and Exchange Commission.

Transaction Documents: are the Memorandum of Terms (the "MOT"), this Unit Subscription Agreement (the "USA") and the Account Management Agreement (the "AMA").

Unit: shall mean those shares of Convertible Preferred Stock which converts into Common Stock and Warrants to purchase additional shares of the Company's Common Stock which are combined for sale as per Section 2.1.1.

Warrants: are those instruments which can be exchanged along with a set dollar amount for common shares of stock as specified in Section 2.1.1. Warrants will be registered with the Preferred Shares so that upon exercise, they will be unrestricted.

1.2 Construction

In construing this Agreement, the following principles shall be followed:

(a)	the terms "herein," "hereof," "hereby," and "hereunder," or other similar terms refer to this Agreement as a whole and not only to the particular Article or other subdivision in which any such terms may be employed;

(b)	a reference to any Person shall include such Person's predecessors and successors;

(c)	all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with U.S. GAAP;

(d)	no consideration shall be given to the captions of the articles, sections, subsections, or clauses, which are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;

(e)	examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

(f)	the word "includes" and its syntactical variants mean "includes, but is not limited to" and corresponding syntactical variant expressions;

(g)	a defined term has its defined meaning throughout this Agreement, regardless of whether it appears before or after the place in this Agreement where it is defined;

(h)	the plural shall be deemed to include the singular, and vice versa;

(i)	each exhibit, attachment, and schedule to this Agreement is a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any exhibit, attachment, or schedule, the provisions of the main body of this Agreement shall prevail; and

(j)	a reference to the Company shall mean Spotlight Innovation, Inc.; and

(k)	references to Section or Sections contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement; and

(l)	for purposes of clarity, the term Section used alone to refer to a location in a document shall, unless modified by the Title of a specific document which is separate from this Agreement, be taken as identifying a location within this Agreement.

2.	Purchase and Sale of Units.

2.1	Issuance and Sale of Units Consisting of Convertible Preferred Stock and Warrants; Purchase Price.

2.1.1

Structure:

Subject to and upon the terms and conditions set forth in this Agreement, at the Closing the Company will issue and sell individually and not jointly, to the Investor(s), and the Investor(s), severally and not jointly, shall purchase from the Company that number of Units consisting of (i.) shares of Convertible Preferred Stock (the "Shares"), and, (ii) (Warrants to purchase additional Common Shares (the "Warrant") at such prices and in such amounts as are set forth opposite their respective Warrant Series name in Figure 1 hereto, and an expiration date of forty eight (48) months following registration or 24 months following final disbursement of capital from this offering whichever is longer.

(Unit Structure (Figure 1))

Notes:

1.	Assumes current outstanding common for first 12 Breakouts. Discussion with counsel is advised.

2.	Each Warrant carries the right to purchase 1 registered common share. Warrants will be divided up into separate warrant classes A-AJ and are described in Section 2.2, figures 2-3.

3.	Includes all equity, including the VAM (described in Section 4.10.1), warrants and assumes no sales of shares by Investors.

2.1.2

Payment:

The Investor(s), severally and not jointly, shall individually purchase that number of Units as is set next to their names on the Signature Page and such cost per Unit as specified in Figure 1. In consideration of the sale of these Units, and in reliance on the representations and warranties herein provided by the Company for the benefit of the Investor(s), the Investor(s) shall deliver their portion of the agreed to Total Unit Purchase (the "Purchase Price") as is set forth in Figure 1 above. Payment of the Purchase Price, of both the Unit Subscription Agreement and the Warrant exercise, shall be made to the Company's Cash Account with the Intermediary as specified in the AMA which will monitor the capital disbursement.

2.1.3

All or None:

This is an "All or None" offering. Should the requisite number of Units to fulfill the entire offering not be subscribed to, the offering will not close.

2.2	Closing; Deliveries.

(a)

The closing of the sale and purchase of the Units hereunder (the “Closing”) shall take place at the offices of the Intermediary, Elco Securities, Ltd. in Abaco, Bahamas. The date of the Closing is hereinafter referred to as the “Closing Date”. Such Closing shall be evidenced by a letter from the Intermediary attesting to the Closing and stating the available capital to the Company in their account (the "Closing Notification").

(b)

At the Closing, the Company shall deliver, or cause to be delivered, to each of the Investor(s), (i.) certificates evidencing the Convertible Preferred Shares being purchased by such Investor(s) as called for in the AMA, registered in the name of such Investor(s), against payment to the Company of the Purchase price by such Investor(s), (ii.) the Warrants being purchased by such Investor(s) against payment to the Company of the Purchase Price by such Investor(s), (iii.) a corporate resolution authorizing the offering, closing and submission to the Account Management Agreement and (iv.) an opinion letter stating that the offering is an obligation of the company and that the offering has been completed according to applicable securities regulations.

(Remainder of page intentionally left blank)

3.	Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor(s) that the statements contained in this Section 3 are true and correct representations and warranties of the Company which the Investor(s) may rely on.

3.1

Incorporation, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under, and by virtue of, the laws of the State of Nevada. The Company has full corporate power and all lawful authority to own, lease and operate its properties and assets and to carry on its business as presently conducted or as proposed to be conducted. The Company is duly qualified or licensed to do business as a either a foreign or domestic corporation and is in good standing in each jurisdiction where the character of its properties or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect.

3.2

Capitalization. The Capitalization Table in Section 3.2.1 and 3.2.2, sets forth a true and complete model of the Common and Preferred Stock of the Company authorized and outstanding as of the date hereof. There are no shares of Common Stock or Preferred Stock held in the Company's treasury which are not included herein. The Capitalization Table of the Company (immediately prior to the Closing) consists of:

(Remainder of page intentionally left blank)

3.2.1

Common Shares.

As of the date of this representation, and inclusive only of those instruments already authorized or issued, the capital structure of Common Shares is as follows:

(Common Share Chart)

3.2.2

Preferred Shares.

As of the date of this representation, and inclusive only of those instruments already authorized or issued, the capital structure of Preferred Shares is as follows:

(Preferred Share Chart)

3.2.3

Authorization of Present Capitalization. All of the issued, issuable and outstanding shares of all classes of stock have been duly authorized and validly issued and/or are duly authorized and validly issuable. There are no non-assessable classes of stock. There are no classes of stock with any liability attached to the ownership thereof. All shares of Common Stock, Preferred Stock and all other outstanding securities of the Company have been issued in compliance with all applicable federal and state securities laws.

3.2.4

Outstanding Items. Except as provided for herein: (i.) there are no outstanding subscriptions, options, warrants, calls, contracts, demands, commitments or other agreements or arrangements of any character or nature whatsoever under or pursuant to which the Company is or may become obligated to issue any shares of its capital stock, (ii.) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any distribution in respect thereof, (iii.) there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company and (iv.) the Company has no obligation (contingent or otherwise) to issue any subscription, option, warrant, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock any evidence of indebtedness or assets of the Company.

3.2.5

Capitalization Table Alteration. The Company does not plan to increase its total authorized or issue any additional shares or warrants, except as provided herein, and for those shares necessary to complete the acquisition of a $1,000,000 to $1,500,000 working capital facility for the company, for a period of at least 36 months.

3.3	Subsidiaries. The Company owns or controls Celtic Biotech Iowa Inc. through ownership of the majority of the common and Series A Preferred Shares of such corporation. Celtic Biotech Iowa Inc.is an Iowa corporation.

3.4

Authority; Due Authorization. The Company has the full right, power and authority to execute and deliver this Agreement and the Transaction Documents, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents, the performance by the Company of its obligations hereunder and thereunder, including the authorization, issuance and delivery of the Shares, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary director and stockholder action in respect thereof. No other proceedings on the part of the Company, its officers, directors or stockholders, are necessary to authorize the execution and delivery of this Agreement or the Transaction Documents and the performance by the Company of its obligations hereunder or thereunder. This Agreement is and each of the Transaction Documents has been, or, when executed will be, duly executed and delivered by the Company. This Agreement constitutes, and each of the Transaction Documents when executed will constitute, a valid and binding obligation of the Company, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditor's rights generally and to general equitable principles.

3.5	Valid Issuance of Securities.

(a)

The Units, when issued, sold and delivered in accordance with the terms of this Agreement shall be duly and validly issued, fully paid and non-assessable and free of restrictions on transfer, other than restrictions on transfer under this Agreement, the Stockholders' Agreement and applicable state and federal securities laws. The underlying shares will be issued under rule 144 and shall be restricted from sale for a period of six (6) months or until such date as a registration statement filed with the US Securities and Exchange Commission is filed and accepted.

(b)

The Shares, when issued, will have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Shares, this Agreement and the Certificate of Incorporation, shall be duly and validly issued, fully paid and non-assessable and free of restrictions on transfer, other than restrictions on transfer under this Agreement, the Stockholders' Agreement and applicable federal and state securities laws.

3.6

Stockholder Agreements. Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock. (Stockholder Agreements)

3.7

Governmental Consents. All consents, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings with any federal, state or local governmental authority on the part of the Company required in connection with the consummation of the transactions contemplated herein have been obtained and are effective, except for such filings required to be made after the Closing under applicable federal and state securities laws, which shall be timely made within the applicable periods therefore.

3.8	Compliance with Other Instruments.

(a)

The Company is not in, nor shall the conduct of its business as proposed to be conducted, result in, any violation, breach or default of any term of its Certificate of Incorporation, By-Laws or any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Company its business or operations or any of its assets or properties.

(b)

The execution and delivery by the Company of this Agreement and the Transaction Documents, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby shall not: (i.) conflict with or violate any provision of its Certificate of Incorporation or By-Laws, (ii.) conflict with, result in a breach of, or constitute (with or without due notice or lapse of time or both) a default under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract to which the party is a contract or (iii.) constitute an event which results in the creation of any lien, claim, encumbrance, security interest or charge upon any asset of the Company, the suspension, revocation, impairment, forfeiture or non-renewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

3.9

Financial Statements; Liabilities. The Company has made available to the Investor(s) the balance sheet of the Company and the income statement of the Company for the last 2 years (collectively, the “Financial Statements”). Any and all public financials as listed on Edgar are also at the disposal of the investor. Such Financial Statements (i.) were prepared from the books and records of the Company; (ii.) are true, correct and complete; and (iii.) present fairly, in all material respects, the financial condition and results of operations of the Company as of the date or dates and for the period or periods therein specified. The books of account and other financial records of the Company are in good order and have been properly maintained in all material respects.

3.10	Full Disclosure. The Company has provided the Advisor with all information required by the Securities Regulations, which the Company is subject to, in connection with the Investor(s) decision to purchase the Shares.

3.11

Compliance. The Company represents that they understand that this document may or may not satisfy their requirements of compliance with state or federal law, corporate, securities or other, and they are representing that they have obtained sufficient legal counsel to instruct them on what additional items, if any, that will be required of them to properly complete this Agreement. The Company further represents that initial drafting of this and the accompanying AMA, in no way obfuscates their responsibilities to complete and file the appropriate forms and notifications with the appropriate reporting entities to be in compliance with those laws and regulations.

4.	Representations and Warranties of each Investor(s). The Investor(s) hereby represents and warrants, severally and not jointly, to the Company that the statements contained in this Section 4 are true and correct representations and warranties of the Investor which the Company may rely on:

4.1

Organization, Good Standing and Qualification. The Investor(s) has been duly formed and/or incorporated and is validly existing and in good standing under, and by virtue of, the laws of the jurisdiction of its organization or incorporation, as the case may be, and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted.

4.2

Accreditation. The Investor(s) is an "Accredited Investor(s)" as defined in Rule 501(a) of the United States Securities Act of 1933(See Exhibit A) and has sought investment advice on this transaction from a registered securities advisor or legal advisor who has opined that the investment is suitable for the Investor, and is acquiring the Shares for their own account.

4.3

Investigation; Consideration of Risks. The Investor(s) acknowledges that it has had an opportunity to examine the business, affairs and current prospects of the Company and has had access to information about the Company that it has requested as represented by the Company in their uploads to the Due Diligence Portal provided by the Advisor. The Investor(s) further acknowledges that it is able to fend for itself in the transactions contemplated by this Agreement and has the ability to bear the economic risks of its investment pursuant hereto. The Investor(s) has such knowledge or experience in financial and business matters that it is capable, either alone or together with its financial and/or legal advisor(s), if any, of evaluating the merits and risks of investing in the Company. The Investor(s) realizes that this investment involves a high degree of risk, including the risk of loss of all investment in the Company. The Investor(s) is able to bear the economic risk of the investment, including the total loss of such investment. The Investor(s) is experienced and knowledgeable in financial and business matters to the extent that the Investor(s) is capable of evaluating the merits and risks of the prospective investment in the Shares.

4.4

Registration; Restricted Securities. The Investor(s) represents that they are acquiring such securities for investment purposes only. Each Investor(s) understands that the Shares are restricted securities within the meaning of Rule 144 under the Securities Act and that the Shares could be held for a period of six months or until such time as those shares are registered for sale under the Securities Act or an exemption from such registration is available. The Investor(s) further understands that among the conditions for use of Rule 144 may be the availability of current public information about the Company and that such information may not now be available.

The Investor(s) understands that the company shall at its earliest convenience, but not later than three (3) months following the purchase of these securities, use its best efforts to perform a registration of these securities to remove the restrictive legends and allow for sale of such securities unless such securities have become by way of Rule 144, free trading. The Investor(s) shall be registered as selling shareholders.

Nothing herein will prohibit the Investor(s) from holding their securities for any period of time as they reasonably see fit. The Investor(s) hereby represents that they will be making investment decisions separate from any other investor and nothing in this Agreement or the AMA has the effect of comingling the individual Investor(s) shareholdings or decision making processes. The location or proximity of signatures on this document are not a representation of the pooling of interests and have been obtained individually from any signing Investor(s).

4.5	Restrictive Legends. It is understood that the certificates representing the Shares shall be stamped or otherwise imprinted with a legend substantially in the following form or other form as required by law:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

4.6

Authority. The Investor(s) has the full right, power and authority to execute and deliver this Agreement and the Transaction Documents, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by the Investor(s) of this Agreement and the Transaction Documents, the performance by the Investor(s) of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, in respect thereof, on the part of the Investor(s). No other proceedings on the part of the Investor(s) are necessary to authorize the execution and delivery of this Agreement or the Transaction Documents and the performance by the Investor(s) of their obligations hereunder or thereunder. This Agreement is, and the Transaction Documents have been, or, when executed will be, duly executed and delivered by the Investor(s). This Agreement constitutes, and each of the Transaction Documents when executed will constitute, valid and binding obligations of each of the Investor(s), enforceable against each Investor(s) in accordance with their respective terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditor's rights generally and to general equitable principles.

4.7	No Public Market. The Investor(s) understands that limited or no public market now exists for any of the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares.

5.	Affirmative Covenants of the Company. The Company covenants to the Investor(s) as follows:

5.1

Removal of Restrictive Legend. The legend set forth in Section 4.5 above shall be removed by the Company and its Transfer Agent from any certificate evidencing the Shares upon delivery to the Company of an opinion of counsel "Legal Opinion" that a registration statement under the Securities Act is at that time in effect with respect to the Shares or that the Shares can be freely transferred in a public sale without such a registration statement being in effect and that such transfer shall not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Shares. The Company shall bear the costs of obtaining any legal opinions or other documents necessary to enact such legend removal. Should the Investor(s) be forced to obtain such Legal Opinion independently, such costs shall be reimbursed to them by the Company.

5.2	Basic Financial Information and Reporting.

(a)

The Company will maintain true books and records in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with GAAP consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under GAAP consistently applied.

(b)

As soon as practicable, and within ninety (90) days after signing this Agreement, the Company will furnish the Investor(s) with an audited balance sheet of the Company, as at the end of such fiscal year, and audited statements of income and cash flows of the Company, for such year, all prepared in accordance with GAAP consistently applied. The provision of these statements may be in direct mailings or public filings with the US Securities and Exchange Commission.

5.3

Inspection Rights. For so long as any Investor of this offering holds at least 5% of the outstanding shares of Stock (as adjusted pursuant to Section 8.14 hereof), that Investor shall have the right, but not the obligation, to participate as a non-voting observer during all meetings of the Company's Board, visit and inspect any of the properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, and to review such information as is reasonably requested all at such reasonable times during business hours and as often as may be reasonably requested. As such, the Investor(s) shall be included in any Notice issued regarding any periodic, annual or special Meeting of the Board of Directors according to the Bylaws of the Company. The rights granted hereby shall be in addition to, and not in limitation of, any rights afforded stockholders under the General Corporation Law of Nevada. The Investor understand that any such action could put them in an insider position of information and as such, if such rights are executed upon by the investor that they may be restricted from sales of securities until such time as the information they are in possession of has become public. In no way does this right in and of itself put the investors in an insider position and election to execute on this right is at the sole discretion of the investor. The Investor shall notify the Company in writing 90 days in advance of such election to participate or to inspect.

5.4	Securities Filings. The Company shall timely make, within the applicable periods therefore, all filings required to be made after the Closing under applicable federal and state securities laws in connection with the offer and sale of the Shares.

5.5

Conversion. The Company shall timely deliver all necessary items to effect any conversion of Preferred Shares to Common Shares following Conversion Notice by the Intermediary. Should the Company refuse to convert or provide the necessary items to the Transfer Agent to effect conversion, and the Investor(s) are forced to institute a suit to force such conversion, the Investor(s) may bill the costs of such suit to the Intermediary against the Cash Account of the Company.

6.	Obligations of the Company at Closing. At the Closing, the Company shall deliver to the Investor(s) the following:

(a)

Signed copies of this Unit Subscription Agreement; and

(b)

Resolutions of the Board and stockholders, if required by corporate by laws, of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date; and

(c)

An attorney opinion letter stating that the corporate action is a binding commitment on the corporation and that the offering is in compliance with applicable securities regulations; and

(d)

Certificates representing the Preferred Shares and the Warrants

7.	Obligations of the Investor(s) at Closing. At the Closing, the Investor(s) shall deliver to the Company, via the Intermediary, the following:

(a)

Conditional undertaking(s) providing the value equal to the aggregate purchase price required to be paid by each Investor(s) with respect to its purchase of the Shares hereunder.

(b)

A Signed Unit Subscription Agreement from each investor. (The Intermediary may gather the required signatures on one document or separate documents. The collection of signatures on one document does not indicate pooling of interest or integration of investment decision processes among the Investor(s).)

8.	Miscellaneous.

8.1

Survival of Representations, Warranties and Agreements. The representations and warranties in this Agreement, including any rights arising out of any breach of such representations and warranties, shall survive the Closing for a period of two years. All covenants in this Agreement, including any rights arising out of any breach thereof, shall survive the Closing for the periods specified in Section 5; provided that if no period is specified such covenants shall survive indefinitely.

8.2

Transfer; Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the Investor(s). The Company may not assign its rights and obligations hereunder without the consent of the Investor(s). The provisions of this Section 8.2 shall not limit the Investor(s)' ability to assign their rights and obligations under any Transaction Document.

8.3

Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the Commonwealth of the Bahamas, without giving effect to principles or conflicts of law. All parties submit to the venue and the laws of Nassau Bahamas for any court actions. No party shall act to contravene such venue or rule of law.

8.4

Counterparts. This Unit Subscription Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Counterpart numbering is included on Page 1 of this document and all subsequent pages identified by the Reference Number at the bottom of each page.

8.5	Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.6

Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications under this Agreement shall be in writing and shall be conclusively deemed delivered and effective (i.) when hand delivered to the other party, (ii.) five business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (iii.) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery or (iv.) in the case of a facsimile transmission, upon transmission thereof by the sender and the issuance by the transmitting machine of a confirmation slip confirming that the number of pages constituting the notice have been transmitted without error; provided, however, that the sender shall contemporaneously mail a copy of the notice to the addressee by the method provided for in (i.) or (ii.) above, but such mailing shall in no way alter the time at which the notice sent by facsimile transmission is deemed received, in each case to the intended recipient as set forth below:

If to the Company, at:

Spotlight Innovation

6750 Westown Pkwy Suite200-226

West Des Moines, IA 50266

Attention: Cristopher Grunewald

If to the Advisor:

Catwalk Capital, LLC.

1730 LaBounty Rd Ste-3, #174

Ferndale, WA 98248

Attention: Principal

Investor(s) Notification addresses are located in Appendix A. The Investor(s) maychoose to utilize the Intermediary to receive and distribute notifications as a third partyverification of receipt of such notices. The utilization of this option does not indicate orrepresent that the Investor(s) are acting jointly or have pooled interests.

Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section.

8.7	Company Expenses. The Company shall bear its own costs for the preparation of this Agreement.

8.8	Investor(s) Expenses. The Investor(s) shall have their expenses reimbursed monthly up to a maximum of $3,500.00 per month and any associated expenses for Breakup should the transaction not carry forward. Such expenses shall be billed through the Advisor.

8.9	Amendments and Waivers. Any term of this Agreement may only be amended in writing, and such written agreement is signed by the Company and the Investor(s).

8.10

Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms. Any exclusion of a provision from this Agreement that has the effect of decreasing the Investor(s) protections afforded herein, will not affect the protections afforded in the AMA.

8.11

Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

8.12

Entire Agreement. This Agreement and the documents referred to herein, such as, but not limited to the Account Management Agreement, Company Compliance Agreement, Memorandum of Terms and the Warrant Agreements, including Exhibits and Appendices, constitute the entire agreement between the parties hereto, pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly canceled.

8.13

Confidentiality. The Investor(s) agree that they will keep confidential and will not disclose, divulge or use for any purpose other than to evaluate and monitor their investment in the Company any confidential, proprietary or secret information which the Investor(s) may obtain from the Company pursuant to financial statements, reports and other materials submitted by the Company to the Investor(s) pursuant to this Agreement, or pursuant to visitation or inspection rights granted hereunder or under any Transaction Document (“Confidential Information”), unless such Confidential Information is known, or until such Confidential Information becomes known, to the public (other than as a result of a breach of this Section 8.13 by the Investor(s)); provided, however, that the Investor(s) may disclose Confidential Information (i.) to their attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with evaluating and monitoring the Investor(s)' investment in the Company, (ii.) in connection with any legal proceeding relating to this Agreement or any of the Transaction Documents or (iii.) as may otherwise be required by law, provided that the Investor(s) take reasonable steps to minimize the extent of any such required disclosure. Subject to the provisions of this Section 8.13, the Investor(s) shall use, and shall use their best efforts to ensure that their authorized representatives use, the same degree of care as the Investor(s) use to protect their own confidential information to keep confidential any Confidential Information furnished to them, except that the Investor(s) may disclose such Confidential Information to any partner, member, subsidiary or parent of the Investor(s) so long as such partner, member, subsidiary or parent is advised of the confidentiality provisions of this Section 8.13. The Company shall notify Investor(s) prior to delivery of any information which would place the Investor(s) in an insider knowledge position and await confirmation that such information delivery is acceptable to the Investor(s). Any Confidential information shall be stamped or labeled as "Confidential".

8.14

Adjustments for Stock Splits, Etc. Where in this Agreement there is a reference to a specific number of shares of Investor(s) Stock, then, upon the occurrence of any subdivision, combination, stock dividend or stock split, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect of such subdivision, combination, stock dividend or stock split on the outstanding shares of stock.

8.15

Legal Fees. If any Action is necessary to enforce or interpret the terms of this Agreement or any of the Transaction Documents, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

8.16

Bankruptcy. Should the Company be placed, either voluntarily or involuntarily, into a bankruptcy proceeding prior to full funds delivery from the Cash Account to the Companies Working Account, such proceeding will have no effect on the delivery of capital and will leave this Agreement and the AMA in full force and effect unless a negotiated alteration to such documents in established and signed by the Investor(s), Intermediary and the Company. The Courts must obtain the Intermediaries and the Investor(s) agreement to any modification of the Use of Proceeds, terms or release schedule.

IN WITNESS HEREOF, the Company has executed this Unit Subscription Agreement as of the date listed.

IN WITNESS HEREOF, the Investor(s) have executed this Unit Subscription Agreement as of the date listed.

EXHIBIT A

US Securities Act of 1933, Regulation D, Rule 501

Rule 501 -- Definitions and Terms Used in Regulation D

As used in Regulation D, the following terms shall have the meaning indicated:

A. Accredited investor. Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

1. Any bank as defined in section 3(a)(2) of the Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any 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; any 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, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

2. Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

3. Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

4. Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

5. Any natural person who has individual net worth, or joint net worth with the person's spouse, that exceeds $1 million at the time of the purchase, excluding the value of their primary residence;

6. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

7. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) and

8. Any entity in which all of the equity owners are accredited investors

Exhibit B

Conversion Notice Form

Exhibit C

Warrant Exercise Notification

EXHIBIT 10.5

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

ACCOUNT MANAGEMENT AGREEMENT

For Management of the Unit Subscription Agreements

USA 849207105 STLT No's: 01-10

Date: June 9, 2014

Between:

Spotlight Innovation

6750 Westown Pkwy Suite200-226

West Des Moines, IA 50266

515-274-9087

A Nevada Company

And:

Those Investors Individually Signed in the Investors Blocks of the

Unit Subscription Agreements

(the "Investor(s)")

And Managed By:

Elco Securities, Ltd. ("Intermediary")

Loyalist Plaza, Don Mackay Blvd.

P.O. Box AB-20377

Marsh Harbor

Abaco, Bahamas

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

INTRODUCTION.

This agreement will serve as the Account Control Agreement between the Investor(s), and Spotlight Innovation (the "Company"). This Agreement to be held and managed by Elco Securities, Ltd. (the “Intermediary”).

RECITALS.

Whereas: Investor(s) have separately and individually agreed to purchase securities from the Company and the Company has agreed to sell said Securities to Investor(s) under separate Unit Subscription Agreement(s) a copy of which is attached hereto in Exhibit B.

Whereas: The Investor(s) wish to monitor and enforce the Use of Proceeds to ensure that it meets the projected Use of Proceeds agreed to in the Memorandum of Terms (the "MOT").

Whereas: The Investor(s) have taken substantial risk in assigning an advanced valuation to the shares of this offering based on the Company's projections and assertions of success. To provide for monitoring the success of these projections and assertions, a detailed Use Of Proceeds with Capital Breakout/Workouts according to those same projections was developed and agreed to in the MOT. In order to administer such Breakout/Workout schedule and monitor the Use of Proceeds, a third party must be engaged to manage and monitor the Agreements and distributions.

Whereas: Elco Securities, Ltd. (the Intermediary"), a registered Investment Bank in The Commonwealth of the Bahamas has agreed to act as Intermediary in the Offering and to provide account management services for the Parties.

Whereas: Having signed the Unit Subscription Agreement, the Company and Investor(s) have each individually agreed to consent to this separate Account Management Agreement to enact certain controls over the monitoring and management of the investment, the management of the Use of Proceeds and the , which controls, the Intermediary shall manage and monitor.

Therefore: This Account Management Agreement (the "AMA") between the parties to provide controls on capital flow, invested capital security, use of proceeds verification, share distribution management and terms management.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

I. DEFINITIONS & CONSTRUCTION.

1.2 Definitions:

"Affiliate" means, with respect to a Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first Person. For the purposes of this definition, "control" means, when used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise, and the terms "controlling" and "controlled" have correlative meanings.

"Assets" means:

(a)	All of the Company's ownership interests in the Company Account; and

(b)	All of the Company's interest in the Business, including: easements, rights of way and other matters related thereto or necessary for the operation thereof; and

(c)	All of the Company's interest in any and all of the real property forming a part of or in any way associated with the Business together with all buildings, other constructions and component parts thereof; and

(d)	All of the Company's interest in all licenses and similar instruments owned by the Company; and

(e)	All contracts and agreements of the Company; and

(f)	All of the Company's interest in any and all equipment, personal property, fixtures and other improvements; and

(g)	All vehicles, motorized equipment, trailers, tractors, dozers and other similar items used in the operation of the Business; and

(h)	All permits and licenses; and

(i)	The Working Capital of the business, including all Inventory.

"Breakout" means that transfer of cash from the Company Account with the Intermediary to the Working Account, as detailed in Sections 3.4-3.8 of the MOT, while simultaneously uncovering that portion of Common Shares previously purchased by the Investor(s). Breakout/Workouts are delivered once Market and Company milestones are reached as described in the Section(s) 3.5. and 4.10. of the MOT. Breakouts are automatically divided into 30 day "Workout" periods.

"Business" shall mean the commercial activities conducted by the Company utilizing any of the Assets.

"Business Day" means a day, not being a Saturday or Sunday, on which banks are open for business in the Bahamas.

"Business Milestones" means those items called for in the Section 4.10 of the MOT and which includes any reporting and publicly traded status as called for in the MOT.

"Company Account" means the Capital Account formed in the name of Company at Elco Securities, Ltd. to manage the funds disbursal.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

"Certificate" means those official instruments representing the Common or Ordinary shares and Warrants to purchase Common shares of the Company sold to the Investor(s). Such certificates will be delivered to the Intermediary in the names of the individual investors.

"Closing" means that time when cash has been delivered by the Investor(s) to the Company's account with Intermediary, Company's share certificates have been delivered to Intermediary's care and credited to the Investor(s) accounts. Closing is to be determined as the closing date of the purchase agreement between the Investor(s) and the Company. Immediately following Closing, this Account Management Agreement will be enacted by Intermediary and all further instructions will be provided according to this agreement.

"Compliance Check" means that study by Intermediary to ensure that all proper documents have been executed, all accounts are opened properly and all actions conform to local law and the agreements contemplated herein.

"Customer Agreement" means the agreement entered into on or around the date of this Agreement between Company and the Intermediary to open the Company Account.

"Deal" means to sell, dispose of, gift, transfer, assign, mortgage, hold in trust, or otherwise deal with. Does not include the deposit of such securities from certificated form to electronic form or vice a versa.

"Fees" are those fees to be paid pursuant to Article VI.

"GAAP" means U.S. generally accepted accounting principles consistently applied by a specified Person, as in effect on the date hereof.

"Intermediary" means the party who will hold all agreements, cash and securities which is/are part of this agreement. The Intermediary for this transaction is to be Elco Securities Ltd. of Abaco, Bahamas.

"Investor(s)" means the parties which are purchasing (Pre-Close) or have purchased (Post Close) the Company's securities. Herein to be those entities listed in Appendix C.

"Person" means an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, association or unincorporated organization, or any other form of business or professional entity.

"Securities" are those instruments of certificated and un-certificated stock and warrants evidencing the Investor(s) ownership in Company.

"Securities Account" are those accounts in the names of the Investor(s) which the uncovered un-certificated (Electronic) Shares are held and/or sold or disbursed (the "Securities Account").

"Memorandum of Terms" means the Final Terms between the Company and the Investor(s) and referred to within this Document as the "MOT". The MOT number for tracking is MOT 849207105 STLT.

"Un-certificated" means Securities of Company owned by the Investor(s) which is held in street (electronic) form by and/or in the name of the Intermediary at its/their designated custodian.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

"Undertaking" is that authorization from the Company with appropriate resolutions and legal opinions to prove the corporate action is taken in proper compliance and that it is a legal binding obligation of the Company. A form of the Corporate Undertaking is to be located in Exhibit H.

"Unit Subscription Agreement" is that subscription identifying the portion of the Unit Offering to be purchased by the Investor(s) and numbered separately for each investor and referred to in this document as the "USA". The USA number for tracking is USA 849207105 STLT.

1.2 Construction:

In construing this Agreement, the following principles shall be followed:

(a)	the terms "herein," "hereof," "hereby," and "hereunder," or other similar terms refer to this Agreement as a whole and not only to the particular Article or other subdivision in which any such terms may be employed;

(b)	a reference to any Person shall include such Person's predecessors and successors;

(c)	all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with U.S. GAAP;

(d)	no consideration shall be given to the captions of the articles, sections, subsections, or clauses, which are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;

(e)	examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

(f)	the word "includes" and its syntactical variants mean "includes, but is not limited to" and corresponding syntactical variant expressions;

(g)	a defined term has its defined meaning throughout this Agreement, regardless of whether it appears before or after the place in this Agreement where it is defined;

(h)	the plural shall be deemed to include the singular, and vice versa;

(i)	each exhibit, attachment, and schedule to this Agreement is a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any exhibit, attachment, or schedule, the provisions of the main body of this Agreement shall prevail; and

(j)	a reference to the Company shall mean Spotlight Innovation, Inc.; and

(k)	references to Article headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Articles contained herein mean Articles of this Agreement unless otherwise stated; and

(l)

references to Section or Sections contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Section or Sections contained herein mean Sections of either the USA or MOT unless otherwise stated; and

(m)	for purposes of clarity, the term Article used alone to refer to a location in a document shall, unless modified by the Title of a specific document which is separate from this Agreement, be taken as identifying a location within this Agreement.

(n)	the Recitals in the preamble are hereby incorporated into this Agreement by this reference.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

II. INTERMEDIARY INSTRUCTIONS.

2.1. Account Formation:

2.1.1. Account Opening

2.1.1.1. Company

Intermediary shall open and style a non-interest bearing account in the name of the Company suitable for management of cash, securities and internal credit, (the "Company Account"), into which, invested undertaking credit will be applied, and, from which account value debits to the Working Account will ensue, according to this Agreement. The account will be opened following receipt of the Customer Agreement and proper account opening documentation and ancillary supporting documentation necessary to meet the Intermediaries know your client (KYC) and anti-money laundering compliance. All such documentation according to Bahamian banking regulations shall be treated as Confidential communications between the Company and the Intermediary. Such documentation must be accompanied by the initial opening fee of $1,500.00.

2.1.1.2. Investor(s)

Intermediary shall have opened and styled account(s) in the name of the Investor(s) suitable for the management of securities and cash (the "Securities Account(s)") in the name of the Investor(s) into which purchased Securities will be deposited by the Intermediary pursuant to the Unit Subscription Agreement and this Agreement. All such documentation according to Bahamian Banking regulations shall be treated as Confidential communications between the Investor(s) and the Intermediary.

2.2. Capital Delivery

2.2.1. Capital Undertaking(s)

Intermediary will be in receipt of instruction undertaking(s) from the Investor(s). At Closing, the Intermediary shall secure such value from the undertakings, for credit to the Company Account. All such undertaking instructions, according to Bahamian banking regulations, shall be treated as a Confidential communication between the Investor(s) and Intermediary.

2.2.2. Evidentiary Letter

Intermediary will issue a letter to Investor(s), Advisor and Company in evidence that the Purchase Price value is secured and Pre-Closing is awaiting deposit of Certificated Securities.

2.3. Certificated Security Trust

2.3.1. Certificate Delivery

The Company shall deliver to the Intermediary prior to Closing start, in the Investor(s) name(s) and in the denominations called for in Exhibit A, those share certificates as listed in Exhibit A, evidencing the total purchase according to the Unit Subscription Agreement. The Company must issue certificates as listed in Exhibit A, or the Intermediary is instructed to send back those certificates not according to the certificate schedule for cancellation and reissuance prior to Closing.

2.3.2. Evidentiary Letter

Upon receipt, the Intermediary shall verify that the certificates delivered by the Company match in denomination and number as those certificates listed in Exhibit A. Should the certificates not match, the Intermediary will return those certificates which are out of sync with Exhibit A and will specify those certificates in the Evidentiary Letter.

2.3.3. Certificate Reissuance

Should the Evidentiary letter call for it, the Company will cancel those certificates issued in error and reissue the correct securities certificates. Such corrected certificates shall be delivered to the Intermediary as soon as possible.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

2.3.4. Secondary Evidentiary Letter

Upon receipt and verification of the corrected certificates, the Intermediary shall start the process of Articles 2.3.1.through 2.3.3. anew, until all certificates matching Exhibit A have been issued and delivered to the Intermediary.

2.4. Closing Checklist

2.4.1 Closing Establishment

Following issuance of the Undertaking and Certificate Evidentiary Letters, the Intermediary shall check to ensure that the proper documentation is in place and all actions necessary to approve the close have been delivered before ordering the close of this Agreement.

2.4.2. Deficiency

Should the Intermediary determine that a deficiency exists in the documentation provided, the Intermediary shall issue a request immediately to the party responsible for the documentation. The Intermediary shall await the delivery of the required documentation before issuing any evidentiary letters.

2.4.3. Company Undertaking

The Company shall deliver a letter to the Intermediary (the Company "Undertaking" to be lodged with the Intermediary and herein copied in Exhibit H) stating:

(a)	That the Unit Subscription Agreement and this Account Management Agreement are signed and uploaded to the Dropbox folder provided by the Advisor for this transaction; and

(b)	Confirming that, the Certificated Securities in the possession of the Intermediary as detailed in Exhibit A, have been properly and validly issued with a Legal Opinion stating as such to be included as Exhibit E, and

(c)	Formally requesting that Intermediary close the transaction contemplated in the Unit Subscription Agreement, and

(d)	A legal opinion that the signing of the USA and AMA are binding obligations of the Company and were entered into in accordance with Corporate Bylaws and State and Federal regulations. Such legal opinion is to be included as Exhibit I to this AMA.

2.1.4.4. Pre-Closing Checklist

(a)	Investor(s) shall have delivered all Unit Subscription Agreement signatures and their cash Undertakings to the Intermediary.

(b)	Company shall have delivered all Unit Subscription Agreement signatures and the Preferred Share certificates and warrant certificates to the Intermediary.

(c)	Investor(s) shall have delivered all AMA signatures to the Intermediary.

(d)	Company shall have delivered all AMA signatures to the Intermediary.

(e)	Investor(s) shall have delivered all required Undertakings in the proper denomination(s) to the Intermediary.

(f)	Company shall have delivered all required Undertakings to the Intermediary.

(g)	Company shall have delivered all Securities Certificates in the required denominations as detailed in Exhibit A to the Intermediary.

(h)	Company shall have delivered all necessary legal opinions required by the MOT, USA and this Agreement.

(i)	The Company Compliance Agreement is in full force and effect and a letter from the Compliance Attorney stating so it delivered to the Intermediary.

2.4.4. Evidentiary Letter

Upon verification and completion of its Compliance and Closing Checklists, Intermediary will issue a letter to Investor(s), Advisor and Company evidencing that the Certificated Securities have been received and start the 72 hour closing window.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

2.5. Closing Window Compliance

During the Closing Window period (72 hours), the Intermediary will confirm the following:

(a) Status of Parties

(b) Signature Authorization

(d) Legal Opinion Issuance

(e) Corporate Resolution Issuance

(f) Due Diligence List Completion

(g) Conflicts Check

(h) Closing Milestone Accomplishments from Section 4.10.1 of the MOT

(i) Certificate Verification

(j) Money Laundering Compliance

2.6. Closing

Closing shall take place as follows:

2.6.1. Capital and Securities Transfer

Intermediary shall credit the Company Account from the undertakings of the Investor(s), and, credit Certificated Securities from the Company to Investor(s) Accounts.

2.6.2. AMA Assumption

Intermediary will immediately operate those accounts under this Agreement.

2.6.3. Closing Fees

No Fees will be paid at Closing to any party including the Intermediary. All Account, Annual and Monthly fees shall be paid out of the Breakout/Workouts according to the schedule in Section 3.4. of the MOT.

2.7. Reversing Transactions

Intermediary shall not from the time of closing forward, entertain requests from Company or Investor(s) individually to "Reverse" the transactions by returning or exchanging monies for purchased securities. Intermediary shall only entertain formally submitted Breakup Agreements as per Article 2.7.

2.8. Evidenced Transaction Documents

2.8.1. Closing Notice

Intermediary shall provide a letter to Advisor, Company and Investor(s) by the end of the same Business Day as Closing, evidencing the closing of the transaction and stating the amount of capital credited to the Company's Account.

2.8.2. Agreement Dominance Letter

Intermediary shall state in the letter that this Account Management Agreement is in full force and effect.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

2.9. Post Closing Conversion

2.9.1. Certificated Share Status

Post Closing, Intermediary will be in possession of restricted convertible Preferred Share Certificates in the name(s) of the Investor(s).

2.9.2. Preferred Conversion

Preferred Share Certificates will be converted to common shares prior to any registration of the underlying common shares. Such conversion will occur following the delivery of a Conversion Notice to the Company.

2.9.3. Company Conversion

Company will convert to Common Shares those Preferred Shares which such Conversion Notice describes and deliver those Common Shares to the Intermediary as per the Intermediaries Instructions.

2.9.4. Securities Management

To enact controls over the converted Common Shares, Intermediary shall hold said Common Shares in its name, in its trust account, on behalf of the Investor(s) until those Common Shares are uncovered. Once uncovered, the Intermediary is instructed to release any encumbrance to the Common Shares and accept instructions for those shares from the appropriate Investor(s). Nothing in this Agreement is meant to act as a control over the Investor(s) right to deal with those securities. Nothing in this Agreement signifies that the Investor(s) are acting together in the sales of the shares. Intermediary may manage the securities in any manner it deems necessary to fulfill this Agreement.

2.9.5. Registration or Opinion Letter

Intermediary shall await delivery of a Registration Statement or opinion letter from the Company's attorneys providing the Intermediary and its Depository evidence of the free trading status of the shares.

2.9.6. Electronic Deposit

Once the Intermediary has the Common Shares deposited with its depository as free trading shares, the Breakout/Workout Period(s) attached to those shares will commence.

2.9.7. Breakout/Workout Start

Once those items called for in this Article 2.9 have been accomplished, the Intermediary shall deliver a letter to the Company, the Advisor and the Investor(s) stating that the Breakout/Workout periods have started.

2.10 Breakout/Workouts

2.10.1 Breakout/Workout Period

Each Breakout/Workout shall encompass that period of time necessary to meet the Market Metric Requirements as established in Section 3.5. of the MOT.

2.10.2. Breakout/Workout Period

Each Breakout/Workout will be divided up into as many Workout Periods as is/are necessary to fully deliver the Breakout/Workout Cash from the Company Account to the Working Account. Each Workout will be no longer than 30 calendar days, but may be shortened if the Market Metrics have fulfilled that Breakout/Workout before the expiration of the 30 day period. The Intermediary will track the Breakout/Workout Periods for each Breakout/Workout (the "Breakout/Workout").

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

2.10.3. Breakout/Workout Start Requirements

In order for cash to be transferred from the Company Account to the Working Account, the following items must be completed and verified by the Intermediary:

(a) Market Metrics have been met

(Stated in Section 3.5. of the MOT)

(b) Business Milestones have been met

(Stated in Section 4.10. of the MOT)

(d) Deposit of Common Shares as Free Trading

(e) Verification that the Company is in Compliance with the MOT, USA and this Agreement

2.10.3.1. Intermediary Accounting

The Intermediary will track the daily volume which is above the Minimum Bid Price to calculate the Accountable Volume as per Section 3.5.2. of the MOT.

2.10.3.2. Uncovered Shares

The Intermediary shall calculate the Available Uncovered Shares as per Section 3.6.2. of the MOT.

2.10.3.3. Share Release Percentage

The Intermediary shall calculate the Share Release Percentage as per Section 3.6.2. of the MOT.

2.10.3.4. Cash Release

The Intermediary will calculate the Cash Release amount for the given Breakout/Workout as per Section 3.6.2. of the MOT. The Intermediary will keep a running total of all Cash Released in all Breakout/Workout(s). The Intermediary will continue to produce Breakout/Workouts until such time as the full Breakout Cash Amount as stated in Figure 5 of Section 3.4. of the MOT has been uncovered and released.

2.10.4. Rolling Effect

Should a Breakout/Workout not occur due to deficiencies of requirements during the current 30 day period, the Breakout/Workout period will continue on a day by day basis until such time as the proceeding 30 day period meets the Breakout/Workout requirements.

2.10.4.1. Breakout/Workout Continuity

One day following the completion of the current Breakout/Workout, the Intermediary will establish the next Breakout/Workout by following Articles 2.9 through 2.10.3.

2.11. Breakout/Workout Payments

2.11.1. Cash Delivery

One week following the end of a Breakout/Workout, the Intermediary shall deliver via wire transfer from the Company Account to the Working Account the Workout Release Cash amount as determined by the Intermediary as per Article 2.10.3.4. During the given 7 day period, the Intermediary will continue to monitor Company Milestones and Compliance as per Section 4.5. and 4.10. of the MOT.

2.11.2. Delivery Instructions

The Intermediary shall deliver the Breakout/Workout Cash Amount to the Working Account via the Instructions provided in Exhibit B. Should the Intermediary wish to amend these instructions; they may be permitted to do so with the permission of the Advisor and the Company. Such Amendment will replace the instructions provided in Exhibit B.

2.11.3. Confirmation

The Intermediary cannot confirm or verify that a wire is received in the Working Account. The Intermediary can only confirm that the wire has pulled monies from the Company Account. The Company must verify the receipt of the wire and notify the Intermediary if the wire was not received within 72 hours of delivery by the Intermediary. In such instances, the Intermediary shall request the wire be investigated and redelivered by their correspondent bank. In instances of faulty instructions, the Intermediary will make every effort to retrieve and redeliver the wire to the correct account. Should it be discovered that the wire was delivered according to the instructions provided in Exhibit B or as provided in Article 2.11.2., and that such instructions were faulty, and the Intermediary is not able to retrieve the wire, the Company and Investor(s) shall hold the Intermediary harmless for any loss. The Company is therefore responsible to deliver to the Intermediary correct wire instructions to the Working Account.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

2.11.4. Market Metric & Milestone Sufficiency and Deficiency

2.11.4.1. Sufficiency Verification

Should Intermediary determine that the Market Metric Requirements set out in Section 3.5. of the MOT, Business Milestones set out in Section 4.10. of the MOT and the Company is in compliance with Section 4.5. of the MOT have met their respective criteria, there exists a "sufficiency" to deliver said Breakout/Workout (which means that the relevant criteria has been satisfied). Intermediary shall then deliver the cash from the Company Account for that Breakout/Workout to the Working Account according to the instructions in Exhibit B. Any cash transfers are subject to the deduction of any fees and expenses as are due and owing with or without instructions from the Company pursuant to this Agreement, the MOT and the Unit Subscription Agreement.

2.11.4.2. Notification of Market Metric Deficiency

Should the Market Metric Requirements set out in Section 3.5. of the MOT be at a level where they are not meeting their minimum levels for a period of 15 days, the Intermediary shall provide notification to the Advisor of such deficiency. Intermediary shall continue to monitor the Market Requirements in a daily 30 day rolling period until such time as the Market Requirements have been met.

2.11.4.3 Notification of Business Milestone Deficiency

Should the Business Milestones listed in Section 4.10. of the MOT be unfulfilled at their appointed time, the Intermediary shall provide notification to the Advisor of such deficiency and the Intermediary shall issue a "Notice of Deficiency" to Company and Investor(s) describing the deficiency. Intermediary will then await a correction to the deficiency by Company or an amendment to the instructions for that period signed by the Investor(s) and Company.

2.11.4.3. Deficiency Effect

Upon receipt of said "Notice of Deficiency", Company and Investor(s) may make alternate agreements or await the development completion. Should alternate agreements be made, these agreements need to be evidenced in writing signed by both Company and Investor(s).

2.12. Breakout/Workout Instructions

2.12.1. Breakout/Workout Schedule

Intermediary shall follow the Breakout/Workout schedule, as set forth in Figure 5 of Section 3.4. of the MOT to determine when Breakout/Workouts shall be delivered unless amended instructions signed by both Company and Investor(s) have been lodged with Intermediary for that Breakout/Workout.

2.12.2. Fee Transfers

Any transfers of Fees shall be made from the Company Account at the same time as the Breakout/Workout payment to Company is executed by Intermediary.

2.12.3. Company Cash Transfer Rights

Company shall have the rights to transfer the cash available for transfer, as per Article 2.10.3.4., only to the Working Account or to any account which is rightfully owned by the Company, or any member (subsidiary) of its corporate Group (as requested by the Company in writing from time to time provided details of the same have been provided and approved in advance to Intermediary), and such ownership can be demonstrated to the Intermediary under the Anti-Money laundering regulations. Third party transfers will not be entertained unless pursuant to Article 2.13.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

2.12.4. Investor(s) Share Availability

Following the completion of any given Breakout/Workout, that portion of Common Shares available for "uncovering", as per Article 2.10.3.2, will become "uncovered" and available to the Investor(s) for sale, transfer or to Deal with in any other way.

2.13. Wire Transfers

2.13.1. Instructions

Any instruction for wire delivery, as included in Exhibit B, may be modified by the respective party through delivery of new instructions evidencing those instructions and requesting to have those instructions modify the existing instructions. Instructions shall be accepted to any account which is rightfully owned by the requesting party and such ownership can be demonstrated to the satisfaction of the Intermediaries Anti-Money laundering compliance. Such proof can be through ownership letters from the current bank, proper instructions evidencing ownership by the requesting party. Third party transfers will not be entertained to any party's solicitor, broker or other party unless a designated client account name and number can verify the ownership. Any such third party transfer must be requested in writing and a statement as to whether it is a onetime transfer or continuous instructions.

2.13.2. Requests

Any such Transfer Requests and or Instructions must specify whether they are to replace those instructions in Exhibit B, in which case an amendment to Exhibit B must be submitted and agreed to, otherwise, the Instructions must specify that they are one time only.

2.13.3. Verification of Receipt

Intermediary is not responsible for following up with Company or Investor(s) on any transfers of capital. Once instructions have been executed by Intermediary to transfer, it is up to the Company to verify such wire arrived. Intermediary makes no representations as to the length of time necessary to complete any given wire. Time frames depend on the Bank conduit, international regulations, Anti-Money Laundering controls and any governmental requirements.

2.13.4. Troubleshooting

In the event that a given wire does not appear, Intermediary shall take all such steps as it has available to it to track such wire through to the Working Account or such other account the money may have been sent to pursuant to Article 2.12.3. or to cancel the previous wire and reissue the wire request.

2.14. Breakout/Workout Accounting

2.14.1. Audit Request Letters

Intermediary will be available to verify account balances through any audit request letter issued by the Company's auditors. Intermediary shall charge $250.00 per audit request letter verification. Intermediary's response will be limited to the amount of capital within any account in the Company's name or in the name of any member of its Group at that given point and any previous account demonstrations previously issued by Intermediary. Intermediary is not responsible for any accounting or financial discrepancies of Company. Intermediary will at no time allow an in office audit of their records by the Company or its auditors.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

2.14.2. Transfers

Intermediary evidences external transfers through debits of cash in an account.

2.14.3. Statements

Intermediary shall prepare statements showing the cash remaining in the account following any given Breakout/Workout.

2.15. Warrants

2.15.1. Exercise

Intermediary shall act as a conduit for exercise of warrants through an identical methodology as that in the Unit Subscription Agreement. Such exercise shall utilize the Company Account Intermediary has created for Company. Warrant Exercise is not subject to any market conditions and will therefore not require any additional market controls. Additional requirements of capital release and the Warrant Exercise Schedule can be found in Section 2.2.of the MOT and individually for each investor, Figure 1 of the CSW for each investor and series of warrant. All Warrants purchased by the Investor(s) may be exercised at any time up to their expiration date.

2.15.2. Notification

The Intermediary shall notify the Company of any Investor(s) intention to exercise their warrants. The Warrant Exercise Notification (the "WEN"), as detailed in the USA Exhibit D, must specify the Warrant Series, Investor(s) exercising the Warrant Series, the number of Warrants of the Series being exercised, the number of Certificates and the share amounts of those Certificates and the purchase amount for the exercise.

2.15.3. Company Delivery

Upon notification, the Company will issue Common Share Certificates, free of restrictive legend, in the name and amounts specified in the Warrant Exercise Notification. These Certificates will be delivered to the Intermediary for deposit.

2.15.4. Additional Documentation

Should the Intermediary or its Depository require additional documentation from the Company in order to deposit the Certificates, the Company will provide that documentation as requested in a rapid and time efficient manner. Should legal opinions, Registrations or other expenses be necessary to provide the Certificates free of restrictive legend, the Company shall bear these expenses.

2.15.5. Cash Transfer

Intermediary shall secure monies from the Investor(s). Pending delivery of the underlying share certificates free of restrictive legend and the accompanying legal opinion on the issuance and tradability of the Common Shares, the monies will then be transferred from the Company Account to the Working Account.

2.16. Capital Delivery

2.16.1. Capital Undertaking(s)

Intermediary will be in receipt of capital Undertaking(s) from Investor(s) sufficient to acquire the underlying common shares of that warrant series as identified in Section 2.2 of the MOT and individually for each investor, Figure 1 of the CSW for each investor and series of warrant. At Closing, the Intermediary shall secure such monies for credit to the Company Account. No interest will be applied to monies managed by the Intermediary. Intermediary shall not deal with such monies from Investor(s) in any way save for those instructions within this Agreement. All such undertakings according to Bahamian Banking regulations shall be treated as a confidential communication between the Investor(s) and Intermediary.

2.16.2. Evidentiary Letter

Intermediary will issue a letter to Investor(s), Advisor and Company in evidence that such monies are secured and Pre-Closing is awaiting deposit of free trading certificates representing the common shares underlying that Warrant Series.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

2.17. Certificated Security Trust

2.17.1. Certificate Delivery

The Company shall deliver to the Intermediary prior to Closing start, in the Investor(s) name(s) and in the denominations called for in Exhibit A, those free trading share certificates evidencing the purchase for that Warrant Series which is being exercised as per Article 2.15.2. Along with the certificates, the Company must deliver the required Registration Proxy or opinion letter evidencing the free trading nature of the shares. The Company must issue certificates in the amount requested by the WEN, or the Intermediary is instructed to send back those certificates not according to the certificate schedule for cancellation and reissuance prior to Closing.

2.17.2. Evidentiary Letter

Upon Receipt, the Intermediary shall verify that the certificates delivered by the Company match in denomination and number as those certificates listed in WEN. Should the certificates not match, the Intermediary will return those certificates which are out of sync with the WEN and will specify those certificates in the Evidentiary Letter.

2.17.3. Certificate Reissuance

2.17.4. Secondary Evidentiary Letter

Upon receipt and verification of the corrected certificates, the Intermediary shall start the process of Article 2.3.7. anew, until all certificates matching the WEN have been issued and delivered to the Intermediary.

2.18. Closing Checklist

2.18.1 Closing Establishment

Following issuance of the WEN and Evidentiary Letters, the Intermediary shall check to ensure that the proper documentation is in place and all actions necessary to approve the close of the Warrant purchase identified in that WEN have been delivered before ordering the close.

2.18.2. Deficiency

2.19. Closing Window Compliance

During the Closing Window period (72 hours), the Intermediary will confirm the following:

(a)	Status of parties

(b)	Signature authorization

(c)	Signature Coverage

(d)	Legal Opinion Issuance

(e)	Corporate Resolution Issuance

(f)	Due Diligence List Completion

(g)	Conflicts Check

(h)	Certificate Verification

(i)	Money Laundering Compliance

(j)	Undertaking Verification

2.20. Closing

Closing shall take place as follows:

2.20.1. Intermediary shall credit monies from Investor(s) to Company Account, and Certificated Securities from Company to Investor(s) Accounts.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

2.20.2. Upon delivery of capital, the Intermediary will wire transfer that capital, minus the Cash Holdback, as defined in Figure 5, and fees, to the instructions lodged in Exhibit B.

2.20.3. Upon transfer of the Securities to the Investor(s) account, the Investors may deal with those Securities at will as they wish.

2.20.4. Cash Holdback

The Intermediary shall withhold that portion of the Warrant Exercise as called for in Figure 3 of Section 2.2. of the MOT and individually, Figure 1 of the CSW for each investor and series of warrant, for Cash Holdback and Monthly and Annual Account Fee's.

2.20.4.1. Cash Holdback Distribution

Intermediary is instructed to cover all expenses of the Investors, including general and service expenses and other billable expenses from the Cash Holdback. Any amounts owing to the Intermediary over and above the expenses already covered will be billed to the Cash Holdback. Any amounts not expensed shall be returned to the Company Account within 90 days of the end of the quarter.

2.21. Reversing Transactions

2.21.1. Evidenced Transaction Documents

2.21.11. Closing Notice

2.21.12. Agreement Dominance Letter

Intermediary shall state in the letter that this Account Management Agreement is in full force and effect.

2.22. Windup

2.22.1. Completion of this Agreement

Following the completion of all Breakout/Workouts, payout of all monies in Company Account, payment of all fees and exercise of all Warrants, this Agreement will cease.

2.22.2. Account Windup

Intermediary shall not require permission of either Company or Investor(s) to wind up the Company Account following completion of this Agreement. Prior to windup, all cash remaining in the Company Account will be wired to the Company minus any outstanding fees.

2.22.3. Notifications

Intermediary shall evidence such winding up through notice to Company, Advisor and Investor(s) that this Agreement is no longer in force and effect and that the Company Account has been closed.

2.23. Use of Proceeds Accounting

2.23.1. Use of Proceeds

The Use of Proceeds Agreed to is included in the MOT as Exhibit D.

2.23.2. Company Reporting

The Company will provide Quarterly and annual reports to the Intermediary on the Use of the Proceeds. The Report must specify the following:

a. Where monies in the Working Account were spent

b. Specifying any deviations from the Use of Proceeds listed in the MOT as Exhibit D

c. Quarterly statements from the auditors attesting to a. and b. above

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

2.23.3. Deviation Communication

If the Company is expecting any deviation from the Use of Proceeds in excess of $20,000, the Company must communicate with the Advisor ahead of such deviation to secure an amendment to the Use of Proceeds. Any such request should identify the valuation accretion created by the deviation, or specify the special issues causing the deviation.

2.23.4. Deviation Acceptance

The Advisor will be appointed to arbitrate the acceptance of a deviation. The Advisor shall notify the Company and the Intermediary of its acceptance or rejection of the Deviation in question. Any rejection should specify the reasons for rejection and offer an alternative to the Deviation.

2.23.5. Deviation Negotiation

Until the Company and the Advisor come to an agreement on the Deviation, the Company shall refrain from such Deviation. The Advisor will not unnecessarily withhold its agreement to the Deviation, but will utilize value creation as its guide. Nothing herein is a release of Advisors rights to determine whether the Deviation creates value and hence whether it should be approved or denied.

2.23.6. Non-Compliant Deviation

Should the Company deviate from the Use of Proceeds plan without gaining Advisor approval, the Advisor shall have the right to request the Intermediary to turn the matter over to the Compliance Attorney for resolution. Should the Advisor not make such request, such decision will in no way relieve the Company of its obligation to seek such approval in the future, nor alleviate the Advisors right to challenge the deviation.

2.24. Company Compliance

The Company will have deposited 500,000 super voting Class C Preferred Shares with the Compliance Attorney. The Compliance Attorney contact information can be found in Exhibit C.

2.24.1. Notification

Should the Intermediary require assistance from the Compliance Attorney in order to compel the Company to Act, perform or satisfy a rectification of any deviation from the Use of Proceeds, the Intermediary is instructed to communicate the Compliance issue to the Compliance Attorney. Such Notification shall be in writing and be delivered via the Advisor to the Compliance Attorney. The Notification must specify the Compliance issue, the requests made to rectify and the dates of such requests.

2.24.2. Breakout/Workout Pause

Should the Company not come into Compliance within 30 days, the Intermediary is instructed to pause any Breakout/Workout until such time as the Intermediary is made aware that Compliance has been reestablished by the Compliance Attorney.

2.25. Response

The Compliance Attorney will be able to force Compliance through the Compliance Attorney Agreement (the "CAA"). Upon attaining Compliance, the Compliance Attorney shall deliver a notification to Intermediary and Advisor notifying them that Compliance has been reestablished and providing any documentation or action requested by the Intermediary. Upon this finding, the Intermediary may continue to carry out instructions.

2.25.1. Breakout/Workout Restart

The Intermediary is instructed to start the clock on the current Breakout/Workout afresh and not to account for any previous volume or pricing which may have been accounted for before the Compliance Attorney turnover occurred.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

2.26. Breakup

2.26.1. Notification of Breakup

Should the Company and Investor(s) decide to enter into a Breakup Agreement, such Agreement must be signed by the Company, each Investor(s) and the Intermediary.

2.26.2. Breakup Timing

Should a Breakout/Workout be in process of delivery, the Breakup shall occur following the delivery of that Breakout/Workout. If no deliveries are expected to occur, the Intermediary may cease the Breakout/Workout in order to Breakup the transaction.

2.26.3. Fees

Any Breakup must include the payment of the Intermediaries monthly and annual fees for the next 12 months in cash.

2.26.4. Certificates

Should the Breakup call for a transfer of Securities to the Investor(s), those Certificates must be delivered with all legal opinions, registrations or other documentation to allow the Investor(s) to deposit the securities. Such delivery of Certificates must occur prior to Breakup Closing. Should the Certificates not be delivered, the Intermediary is instructed to continue to operate according to the Instructions of this Account Management Agreement until such time as those Certificates are delivered and deposited.

2.26.5. Non Performance

Should the Company fail to deliver the required share Certificates or agreed upon fees within 30 days of signing the Breakup Agreement, the Breakup Agreement shall be considered null and void, and the Intermediary is hereby instructed to continue with the Instructions from this Agreement.

2.27. Terms Verification

Should the Intermediary be made aware of any breach of the Terms of the Offering as per the Memorandum of Terms, Unit Subscription Agreement or this Agreement, the Intermediary shall notify the Advisor, Compliance Attorney and the Company of such breach immediately.

2.27.1. Rectification

The Company will have 30 days to return to Compliance with the Terms of the Offering or to obtain an Amendment to the Offering Terms with the Investor(s) which would provide new instructions to the Intermediary.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

ARTICLE III.

INTERMEDIARY REPS AND WARRANTIES.

The undersigned, on behalf of Elco Securities, Ltd. a registered Level 2 Broker Dealer and having an address of Loyalist Plaza, Don Mackay Boulevard Marsh Harbor, Abaco operating under license by the Bahamian Government ("Intermediary"), hereby warrants and represents as follows:

3.1 Representations:

3.1.1. Intermediary has taken all corporate and legal actions necessary to enact this Agreement and to execute its activities under this Agreement.

3.1.2. That Intermediary is licensed to act in this capacity and to offer the services of an Intermediary as the definition describes. That Intermediary is a licensed Broker Dealer with the Securities Commission of the Bahamas. As part of its duties, the Intermediary will provide brokerage services for the Investor(s) and effect share transfers. That Intermediary holds all necessary consents required to accept the cash deposits within the Company Account as a registered broker dealer.

3.1.3. As of the date hereof, Intermediary has not received notice of any liens, claims or encumbrances with respect to the Company Account, except with respect to Company pursuant to this Agreement, and Intermediary has not confirmed any interest in the Company Account to any persons other than pursuant to this Agreement.

3.1.4. Intermediary agrees that it will not debit the Company Account to satisfy obligations of any party other than the Company and/or not related to this Agreement or the accepted UOP.

3.1.5. Intermediary has a first lien and security interest in the Cash and Securities Account(s) as security for the payment and performance of all obligations to Intermediary arising out of the management of this Agreement.

3.1.6. Intermediary shall not deliver to Company or the Investor(s) any property whatsoever from the Company Account or Investor(s) Account including, but not limited to (1) cash distributions including cash dividends or interest paid on assets held in the relevant Account; or, (2) stock dividends; or, (3) distributions in property except upon instructions from this Agreement as specifically listed in Article II.

3.1.7. Intermediary acting as principle agent provides and gives no assurances as to the legality of this Agreement, marketability of the securities or the tradable volumes and will only act as broker and custodian to facilitate this Agreement.

3.1.8. Intermediary shall act as principle agent in addition to its role as Intermediary. Intermediary understands that this means they will be making all decisions regarding this Agreement and executing those transactions.

3.1.9. Intermediary shall keep the Company Account as a segregated account where such monies shall not be mixed with any other monies and shall remain clearly identifiable.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

ARTICLE IV.

COMPANY REPS & WARRANTIES.

The Company warrants as at the date of this Agreement the following:

4.1 Warranties

4.1.1. By signing below the Company confirms to Intermediary that Company has instructed Intermediary to open the Company Account.

4.1.2. Company further agrees and acknowledges that the rights and obligations of the parties hereto relating to the Company Account are governed by this Agreement executed by Company with Intermediary, regardless of whether Company has executed a customer agreement in connection with the Company Account or not and that this Agreement shall take precedence over the terms of any Customer Agreement.

4.1.3. That Company has taken all necessary corporate and legal actions necessary to transact this Agreement. That Company has full right and authority to issue said Securities and to enter into the Unit Subscription Agreement in connection with said Securities.

4.1.4. Company represents and warranties that this Agreement is an Account Management Agreement and is not part in any way of illegal or deceptive means of transferring funds.

4.1.5. Company hereby agrees that the Intermediary hereof shall not be required first to institute suit or exhaust its remedies hereon against the Company to enforce this agreement.

4.1.6. Company hereby agrees to consult and act in a responsible and legal manner in its transactions with Intermediary. Company understands that Intermediary and Investor(s) take no responsibility for breaches of Securities Regulations here or abroad which Company may commit.

4.1.7. Company hereby agrees to release, discharge, indemnify and hold harmless Intermediary, its affiliates, officers and employees from and against any and all losses, claims, causes of action, liabilities, lawsuits, demands and/or damages, including, without limitation, any and all court costs and reasonable attorneys' fees and expenses arising out of or incurred in connection with Intermediary complying with instructions from the Company in relation to the Company Account in accordance with this Agreement.

4.1.8. Company agrees that it will not act outside of this Agreement to induce any contravention of this Agreement. Company shall not make any attempts to cancel or otherwise reduce the effect of this Agreement upon the Company Account or Investor(s) Securities.

4.1.9. In the event that Intermediary becomes involved in litigation as a result of complying with this Agreement, Company agrees that Intermediary shall be entitled to charge all the costs and fees (including reasonable attorneys' fees and expenses) it incurs in connection with such litigation to the assets in the Company Account and to the assets of Company held by Intermediary and to withdraw such sums as the costs and charges accrue, and Company shall be liable to Intermediary and Investor(s) for any deficiency resulting from this indemnity and for any legal fees in the construct, execution or defense of this agreement.

4.1.10. Company confirms that the Company Account shall contain cash. Company acknowledges that this entails risk. Intermediary is not instructed to operate any capital appreciation program and the Company Account will not bear interest.

4.1.11. Company formally states that as of the date hereof, there is not any notice of liens, claims or encumbrances with respect to the Shares or the Warrants to be issued pursuant to the Unit Subscription Agreement.

4.1.12. Company understands and agrees that pursuant to this Agreement, Intermediary has a first lien and security interest in the Company Account as security for the payment and performance of all obligations of Company to Intermediary arising out of the Account. Company agrees to that language in Article II.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

4.1.13. Company consents and agrees that the only communications that shall be given to Intermediary by Company shall be given by the authorized officer or person of Company. Such Person will have been the person authorized by Company to issue such communication as evidenced by a board resolution and provision of the appropriate documents to Intermediary.

4.1.14. Company understands that Intermediary shall not, deliver to Company any property whatsoever from the Company Account including, but not limited to (1) cash distributions including cash dividends or interest paid on assets held in the Account; (2) stock dividends; (3) distributions in property; or (4) cash returns of capital from the Account unless otherwise specified herein.

4.1.15. Company further understands that in event that a Breakout/Workout requirement is not met, as evidenced by an opinion letter from Intermediary to Company and Investor(s), that Company shall not be entitled to receive such Breakout/Workout until such time as the requirements are met. If negotiations are undertaken between the Company and Investor(s), any such agreement must be evidenced in writing to the Intermediary and signed by both parties in order to make an alteration to the Instructions of this Agreement.

4.1.16. The Company hereby agrees to hold Intermediary harmless in event of loss from misdirection from Intermediary as a result of incorrect instructions from Company or from any loss relating to the currency held in the Company Account pursuant to this Agreement. Should misdirection occur as a result of fraud, theft or other means not as a result of Intermediaries actions, Company and Intermediary agree to cooperate in suit against such responsible party. At no time shall Company institute suit against Intermediary to recover funds from Intermediary which were misdirected through no fault of Intermediary.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

ARTICLE V.

INVESTOR(S) REPS AND WARRANTIES.

By signature below, each respective Investor(s), individually, hereby agrees, represents and warrants to Intermediary the following:

5.1. Representations

5.1.1. The Investor(s) agree to hold Intermediary harmless in event of loss from misdirection from Intermediary other than illegal misappropriation by Intermediary or from forces outside of the control of the Intermediary.

5.1.2. The Investor(s) have taken all necessary corporate action to enable them to enter into this transaction.

5.1.3. Investor(s) agree to allow Intermediary to make decisions regarding their security interest in the assets of the account based on this Agreement, and further agree to hold the Intermediary harmless in any matter short of theft, loss of securities or illegal activity on the part of the Intermediary.

5.1.4. Investor(s) hereby represent and warranty that this Agreement is not a Securities purchase and sale agreement and not part in any way of illegal or deceptive means of transferring funds.

5.1.5. Investor(s) shall deliver all necessary documents and sign all necessary transfer letters on opinion from Intermediary. Investor(s) shall not unnecessarily withhold their signature from any document except in the case of substantive discrepancy in any Breakout/Workout provision, modification of payment or transfer due.

5.1.6. Investor(s) agree that only their authorized representatives will be allowed to provide instructions to and communicate with Intermediary.

5.1.7. Investor(s) confirm that their accounts will contain securities and that Intermediary makes no claim, guarantee or warrantee on the tradability or market of those securities and that these securities entail risk.

5.1.8. Investor(s) hereby agree to consult and act in a responsible and legal manner in its transactions with Intermediary.

5.1.9. Investor(s) represent and warranty that this Agreement is an Account Management Agreement and not part in any way of illegal or deceptive means of transferring funds.

5.1.10. Investor(s) further agree and acknowledge that the rights and obligations of the parties hereto relating to the Securities Account(s) are governed by the Customer Agreement executed by Investor(s) with the Intermediary, regardless of whether Investor(s) has executed a Customer Agreement in connection with the Account or not.

5.1.11. Investor(s) agree to the instructions and requirements of this Agreement.

5.1.12. Investor(s) hereby agree that the Intermediary hereof shall not be required first to institute suit or exhaust its remedies hereon against the Investor(s) to enforce this Agreement.

5.1.13. Investor(s) shall not make any attempts to cancel or otherwise reduce the effect of this Agreement upon the cash in Company Account or the Securities.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

ARTICLE VI.

FEES.

6.1.1. Agreement to Pay Fees

Company and Investor(s) agree to pay fees as part of the Use of Proceeds. Such payments will be made directly from the Company Account on satisfaction of the respective Breakout/Workout.

6.1.2. Cash Holdback

Intermediary shall holdback $150,000 per Breakout/Workout on the Equity Breakout/Workouts and that portion of any Warrant exercise described as “Cash Holdback” and detailed in Figure 3 of Section 2.2 of the MOT. Such Holdback shall be retained by the Intermediary and used to cover expenses billed to the Intermediary for the management and execution of the Offering. Any cash not used to cover expenses shall be returned to the Company at the completion of the offering.

ARTICLE VII.

FURTHER PROVISIONS.

7.1. Modification:

This Agreement may not be amended or modified without the written consent of the Company, the Intermediary and the Investor(s). Any such amendments shall be add ended to this agreement and labeled as to (AMA (Title), Addendum # Date).

7.2. Adjudication:

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of the Bahamas, without giving effect to any conflicts of law provisions thereof, and shall be binding upon Company's and Investor(s)' estate, executors and heirs, and upon the successors and assigns of Intermediary, Investor(s) and Company. Any suits brought due to this agreement shall be filed and adjudicated in the Bahamas.

7.3. Counterparts:

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

7.4. Notices:

All notices shall be sent to the addresses listed in Exhibit C.

7.5. Confidentiality:

This Agreement and all counterparts thereof shall be deemed confidential except any disclosure required by law or any stock exchange or as may be disclosed to any shareholders. All standards of confidentiality shall apply. No party shall discuss this Agreement with any party outside of this Agreement, save for the Advisor, without the written consent of the Company, Intermediary and Investor(s). The following parties are herewith agreed recipients of information regarding this transaction, its agreements and all aspects of said documents. The parties to this Agreement are hereby bound by confidentiality as per these agreements.

7.6. Termination:

Company and Investor(s) may jointly elect to terminate this Agreement at any time up to 2 hours prior to the Closing of the Offering by the Intermediary.

7.7. Severability:

If any part of this Agreement is found to be unlawful, the remaining provisions shall inure to the parties and shall continue in full force and effect.

7.8. Monetary Equivalent:

Any financial values or monetary amounts in this Agreement, and any and all addendums and corollaries shall be construed and represented as being US Dollars ($) unless otherwise specified.

7.9. Amendments and Waivers:

Any term of this Agreement may be amended, only in a writing signed by the Company and the Investor(s). Any amendment or waiver affected in accordance with this Article shall be binding upon the Company and each Investor(s).

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

7.10. Entire Agreement:

This agreement will uphold and will add to the MOT and USA upon closing.

7.11. Titles and Subtitles:

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

7.12. Transfer; Successors and Assigns

The provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto. The Company may not assign its rights and obligations hereunder without the consent of the Investor(s), the Advisor and the Intermediary (which consent shall not be unreasonably withheld or delayed). The provisions of this Article 7.12 shall not limit the Investor(s)' ability to assign their rights and obligations under any Transaction Document. The Intermediary shall be notified immediately of any change in ownership, rights or obligations and provided with the new contact for the ownership. Any purchaser, transferee or obligator will be subject to the original Unit Subscription Agreement and this Account Management Agreement.

7.13. Survival of Reps and Warranties

The Representations and Warranties in this Agreement, including any rights arising out of any breach of such Representations and Warranties, shall survive the Closing for a period of two years.

7.14. Adjustments for Stock Splits, Etc.:

Where in this Agreement there is a reference to a specific number of Securities or value of such Shares, then, upon the occurrence of any subdivision, combination, stock dividend or stock split, the specific number or value of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect of such subdivision, combination, stock dividend or stock split on the outstanding shares of stock.

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement and cause it to be put in action. Copies of this agreement shall be delivered in triplicate to Company, Intermediary and Investor(s) with a copy uploaded to the Company's Online Portal hosted by the Advisor, as of the dates indicated below.

Spotlight hno.kation, Vic.	Cris Grunewald	Date: 06.08.2014
6750 West Town Pkwy, Ste-226 West Des Moines, 1A50266	Signature:

Elco Securities, Ltd.	Isaac Collie	Date: 06.09.2014
Loyalist Plaza, Don Mackay Boulevard Marsh Harbor Abaco Bahamas	Signature:

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

Exhibit A

Certificate List

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

Exhibit B

Working Account Wire Instruction

AMA Delivery No: 01

MOT Control No: MOT 849207105 STLT

USA Control No: USA 849207105 STLT

AMA Control No: AMA 849207105 STLT

Exhibit C

Notice Addresses

If to Intermediary:

Elco Securities

Isaac Collie

Loyalist Plaza, Don Mackay Blvd.

P.O. Box AB-20377

Marsh Harbor

Abaco, Bahamas

If to Investor(s):

(Send all correspondence to Intermediary with a copy to Catwalk Capital, LLC.)

If to Company:

Spotlight Innovation, Inc.

6750 Westown Pkwy, Ste-226

West Des Moines, IA 50266

With a copy to:

Catwalk Capital, LLC

1730 LaBounty Rd #213

Ferndale, WA 98248

Compliance Attorney Contact:

Jonathon Kramer

Whitfield & Eddy, PLC

Email: Kramer@whitfieldlaw.com

& Certified Mail To:

317 6th Avenue, Suite 1200

Des Moines, IA 50309

EXHIBIT 10.6

ESCROW & COMPLIANCE ATTORNEY AGREEMENT

THIS ESCROW AGREEMENT (the "Agreement") is made and effective this 9th day of June, 2014 by and among Spotlight Innovation, Inc. ("Company"), Elco Securities, Ltd. ("Intermediary"), Catwalk Capital, LLC. ("Advisor"), Cristopher Grunewald (the "Shareholder(s)"), who is/are the holder(s) of 500,000 shares of Series C Supervoting Preferred Stock of Company (each an "Insider" and collectively "Insiders"), Jonathan Kramer ("Compliance Attorney"). Company, Intermediary, Advisor, Insiders, and Compliance Attorney are collectively referred to as "Parties".

RECITALS:

WHEREAS, Advisor, Intermediary, Insiders and Company have entered a series of agreements including a Memorandum of Terms ("MOT") numbered MOT 849207105 STLT and entered on June 9, 2014, a Unit Subscription Agreement ("USA") numbered USA 849207105 STLT entered on June 9, 2014 and an Account Management Agreement ("AMA") numbered AMA 849207105 STLT entered on June 9, 2014, under which Investor(s) will invest certain amounts of capital investment for the equity stock of the Company and Insiders will receive shares of common stock pursuant to a value added model, the MOT, USA and AMA are collectively referred to as the Offering Documents; and

WHEREAS, the parties wish to enter into this Compliance Attorney Agreement to appoint a Compliance Attorney to perform the duties described in the Section 4.5 IV.8.3 of the MOT; and

WHEREAS, the parties have asked Jonathan Kramer to act as Escrow Agent & Compliance Attorney for the receipt of the deposit of 500,000 shares of Company's super voting Class C Series Preferred Stock, described in Exhibit C to the MOT, par value $0.001 per share, (the “Certificate”), issued to the Shareholders (each an "Insider" and collectively "Insiders"); and

WHEREAS, the parties hereby acknowledge that the foregoing recitals are true and accurate.

NOW, THEREFORE, the parties hereto, for good and valuable consideration, the adequacy of which is hereby acknowledged by the parties, intending to be legally bound, the parties hereby agree as follows:

Section I. Appointment and Formation

1.1. Appointment of Compliance Attorney and Fees for Compliance Attorney. The Parties hereby appoint Jonathan Kramer as the Compliance Attorney to perform the duties and obligations set forth herein. The Compliance Attorney accepts the appointment and agrees to manage the shares in escrow in accordance with the terms contained herein. Company shall pay a fee of $1,000.00 to Compliance Attorney upon the entry of this Agreement as Escrow Fee.

1.2. Escrow Establishment. The Compliance Attorney shall receive the Certificate of 500,000 shares of Company's Series C Preferred Stock, par value $0.001 per share and shall hold those shares in escrow and subject to the terms of this agreement. The Certificate representing the escrowed Series C Preferred Stock ("Certificate" and collectively "Certificates") shall be accompanied by proper documentation to allow the Compliance Attorney to fulfill their obligations under Section II of this Agreement such as Stock Powers.

1.3. Escrow Instructions. The Compliance Attorney shall hold the Preferred C Share Certificates, stock power(s) and accompanying documents for the term of the USA dated June 9, 2014, AMA dated June 9, 2014, and MOT dated June 9, 2014 until the Investment Term as described in the MOT 849207105 STLT has been satisfied. The Compliance Attorney shall secure the Certificates and accompanying paperwork in safekeeping. The Compliance Attorney may also receive instructions from the Company or the Advisor regarding the deposited Certificate pursuant to the Compliance Attorney Agreement.

1.4. Compliance Agreement Establishment.

a. All communications to Compliance Attorney shall be in writing, delivered by US Mail, facsimile and/or electronic mail.

b. Compliance Attorney's duties hereunder may be altered, amended, modified or revoked only by a written agreement signed by all of the Parties hereto.

c. Compliance Attorney shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Compliance Attorney shall not be personally liable for any act any Party (Company, Intermediary, Advisor, and Insiders) may do or omit to do hereunder, whether as Compliance Attorney or as attorney in fact for any Party while acting in good faith, and any act done or omitted by a Party pursuant to the advice of its own attorneys shall be conclusive evidence of such good faith.

d. Compliance Attorney shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

e. If Compliance Attorney reasonably requires other or further instruments in connection with this Agreement or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

f. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the items held by the Compliance Attorney hereunder, it is authorized and directed to retain in its possession without liability to anyone all or any part of said items until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings.

1.5. Interpleader. In the event Compliance Attorney shall be uncertain as to its duties hereunder or Compliance Attorney is advised of a dispute between the parties, Compliance Attorney shall so advise the parties and Compliance Attorney shall hold all escrowed property pending resolution of the dispute. Compliance Attorney may also commence an interpleader action in any court of competent jurisdiction to seek adjudication of the rights of the parties. The Company shall be jointly and severally liable for the costs and expenses, including reasonable attorney’s fees associated with the bringing of such interpleader action.

1.6. Indemnification of Compliance Attorney. Company, Insiders and Advisor jointly and severally covenant and agree to indemnify, defend and hold Compliance Attorney harmless, without limitation, from and against any loss, liability, claim, demand, expense or cause of action, of any nature whatsoever, incurred by Compliance Attorney, arising out of or in connection with this Agreement or in connection with the performance of his duties as Compliance Attorney, including, but not limited to, legal fees and other costs and expenses of defending or preparing to defend against any such claim or liability, unless such claim or liability arises out of the willful misconduct or gross negligence of the Compliance Attorney. In addition, the parties agree to jointly and severally agree to indemnify Compliance Attorney for any tax liabilities, interest and penalties as well as any other governmentally imposed charge, which result from his activities as Compliance Attorney. In no event shall the Compliance Attorney be liable for indirect, special or consequential damages.

1.7. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of the State of Iowa, without reference to conflict of laws principles. By execution and delivery of this Agreement, the parties agree and accept that any legal action or proceeding brought with respect to this Agreement shall be brought in the State of Iowa or the United States District Court, for the Southern District of Iowa, and the parties expressly waive their right to a trial by jury and any objection to personal jurisdiction, venue or forum non conveniens. These agreements contain the entire agreement between the parties with respect to the subject matter hereof: MOT 849207105 STLT, USA 849207105 STLT, AMA 849207105 STLT and CSW 849207105 STLT A-AJ. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. If any provision of this Agreement shall be held to be invalid or unenforceable, in whole or in part, the remaining provisions shall nevertheless remain in full force and effect as if the unenforceable portion or portions were deleted. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.

1.8. Facsimile. The parties agree that one or more signed facsimile copies of this Agreement shall be deemed to be original signatures.

1.9. Notice. For purposes of this agreement the Parties shall deliver notice to each other via certified mail or similar commercial delivery system at the addresses shown below unless otherwise modified by such party in writing:

To: Company

Spotlight Innovation, Inc.

6750 Westown Pkwy, Suite 200-226

West Des Moines, IA 50266

To: Intermediary Elco Securities Ltd

Loyalist Plaza, Don Mackay Boulevard

PO Box AB-20377

Marsh Harbour, Abaco Bahamas

To: Advisor

Catwalk Capital, LLC

1730 LaBounty Rd Suite 3, #174

Ferndale, WA 98248

To: Compliance Attorney

Jonathan Kramer

Whitfield & Eddy, PLC

Email: Kramer@whitfieldlaw.com

& Certified Mail To:

317 6th Avenue, Suite 1200

Des Moines, IA 50309

Section II. Compliance Attorney Agreement

1. Appointment of Compliance Attorney and Compliance Attorney Fees. The Parties appoint Jonathan Kramer PLC to perform the duties and obligations of Compliance Attorney set forth herein. Jonathan Kramer accepts the appointment and agrees to manage the shares described in Section I and held in escrow in accordance with the terms contained herein. The fees for any activity taken by the Compliance Attorney according to this Compliance Attorney Agreement will be charged at an hourly rate of $300.00.

2. Compliance Description. The Compliance Attorney is retained by the Intermediary and Advisor to ensure the continued cooperation of the Company in matters related to the offering continuance and to ensure the Company has and continues to perform all necessary items called for in the Offering Documents.

3. Compliance Items. The Compliance Attorney will continue to monitor the following items and the Company's performance of such items and issues throughout the period of the offering until the equity Breakouts have been completed and the last Warrant Series is exercised or expires:

Should the Company be out of compliance with any of the following:

Failure to file a Registration with the US Securities Exchange Commission ("SEC") within the given time period, covering the shares described in Section II.4, or any registration that may be necessary to continue the offer contemplated herein, or; 2.1 of the MOT, within 6 months of the Closing.

Failure to provide proper documents necessary to deposit certificates, file continuing registrations to register any remaining common shares attached to the Units or warrants to this offering, or;

Failure to provide legal opinions as needed for shares, proper documents to deposit certificates attached to this offering, or;

d. Failure to provide legal opinions for shares attached to this offering, or;

Failure of the Company to communicate with the Advisor to provide quarterly reports, resolve issues and maintain communications, or;

Failure to maintain compliance with requirements set in the MOT, the USA or AMA, or;

Failure to be a going concern by the filing of a petition for bankruptcy, either voluntarily or involuntarily, or, by the ceasing of business activity, or;

Failure to meet the requirements of Section 4.10 and representations of the MOT, or, any of the subsections thereof, or;

Should the Company Institute any of the following:

Attempted cancellation of certificates attached to this offering to force Breakup without the permission of the Investor(s), or;

Institution of any suits to force a Breakup, or;

Filing of any documents, statements, or, issuance of any press releases stating that the transaction is canceled or dissolved when in fact it is not, or;

Filing of any disclosure notifications or dissemination of any press release stating that there is a negotiated settlement unless and until all deliveries necessary to make such settlement effective have been made, then;

4. Compliance Attorney Action. Immediately upon discovery of an instance of non-compliance, the Compliance Attorney shall demand, in writing, that the Company come into compliance within 30 days of receiving notice. During the 30 day Notice Period, the Company must communicate a plan to the Investor(s), through the Advisor with Notification to the Compliance Attorney, to rectify such non-Compliant situation. If the Investors have not agreed to such plan, or issued an extension to the Company, during the Notice Period, with notice to the Compliance Attorney of same, the Compliance Attorney shall transfer the super voting shares described in Section 1.2 to the Compliance Attorney. The Compliance Attorney will then have the power to take any action set forth in Section 4.5.3 of the MOT including:

Transfer the Super Voting Shares to the Compliance Attorney, who may then;

Institute a shareholder vote to:

Force compliance through shareholder directives, or:

ii.

Call for a Shareholder vote to replace management should management be obstructionist or if the actions of management continue to leave the Company out of compliance, or:

iii.

Bring additional management or replace management as necessary to put a plan in place to force compliance, then:.

Once compliance is reestablished, the Super Voting Shares will be transferred to the then Board of Directors in direct percentage proportion to the number of board seats. The new holders will be required to produce additional stock powers prior to this transference to reestablish the CAA escrow and Compliance Attorney Agreement to continue the offering.

Any legal expenses in addition to the original Escrow, Company Compliance Agreement setup will be charged to, and be paid by, the Company.

5. Continuity. Should the Original Shareholder(s) become incapacitated or otherwise unable to perform in their capacity as an Insider, be replaced in the Company or leave their position, the Compliance Attorney shall redistribute the voting shares via transfer to the Board of Directors in percentage proportion to the number of board seats and reestablish all proper stock powers to reestablish the Compliance Agreement.

6. Notwithstanding any other provision of this agreement, it is the understanding of the Parties that the Compliance Attorney has no independent duty to investigate any compliance item or conformance therewith, but instead shall rely on the other Parties for monitoring and raising compliance issues.

7. Notice Provisions. Initial Notice must be delivered, to the Company, Advisor and the Compliance Attorney, through a certified letter addressed to the addresses contained in the Compliance Agreement. Upon certification of delivery, the Compliance Attorney will start the 30 day clock.

In concurrence with and acceptance of the foregoing, the parties have executed this Agreement as of the Effective Date:

Spotlight Innovation, Inc. ("Company")

__________________________________

By: Cristopher Grunewald, its CEO

__________________________________

Jonathan Kramer, Compliance Attorney

Elco Securities Ltd.

__________________________________

Isaac Collie, Managing Director

Catwalk Capital, LLC., (the "Advisor")

__________________________________

J. Greig, Principal

EXHIBIT 10.7

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

WARRANT AGREEMENT TO PURCHASE

SHARES OF COMMON STOCK

Spotlight Innovation

THROUGH THESE WARRANT SERIES'

A-AJ

GRANTED TO:

THOSE INVESTORS IN THE SIGNATURE BLOCK OF THE UNIT SUBSCRIPTION AGREEMENTS THAT THIS WARRANT AGREEMENT IS ATTACHED TO

AND

ISSUED THE DATE

June 9, 2014

And

EXPIRES ON THE DATE

As Per Section 1 of this Agreement

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

THIS WARRANT AGREEMENT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

FOR VALUE RECEIVED, the undersigned, Spotlight Innovation, Inc. (the "Company"), a Delaware corporation (together with its successors and assigns, the “Issuer”), hereby certifies that Absentia Holdings, Ltd. (the “Holder”) or its registered assigns is entitled to subscribe for and purchase, during the Term (as hereinafter defined), those shares described in Figure 1 (the "Warrants") (subject to adjustment as hereinafter provided) of the duly authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer, CUSIP Number 849207105, at those prices per share as described in Figure 1 (“Warrant Price”), subject, however, to the provisions, holdbacks, fees and upon the terms and conditions hereinafter set forth. Capitalized terms used in this Warrant and not otherwise defined herein shall have the respective meanings specified in Section 9 hereof.

Figure 1. (Investor Warrants)

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

1. Term. The terms of these Warrants shall commence on and shall expire at 6:00 p.m., Eastern Time, on (the "Termination Date"), such period being the “Term”.

1.1 Extension. Such term may be extended by the Company by providing a written extension of such term and reissuing the warrant certificates with the new extended Expiration Date.

2. Method of Exercise; Payment; Issuance of New Warrant; Transfer and Exchange.

2.1 Time of Exercise. The purchase rights represented by this Warrant shall be exercised during the Term.

2.2 Method of Exercise. The Holder hereof may exercise these Warrant Series, in whole or in part, by the surrender of this Warrant Agreement (the "Warrant") (with the exercise form attached hereto duly executed (“Notice of Exercise”)) at the principal office of the Issuer, and by the payment to the Issuer, of an amount of consideration therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with respect to which this Warrant is then being exercised, payable at such Holder’s election by certified or official bank check or by wire transfer to the Issuers Cash Account with Elco Securities, Ltd. (the "Warrant Agent") as more fully described in the Account Management Agreement (the "AMA") numbered#: AMA 849207105 STLT.

2.3 Issuance of Stock Certificates. In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof, certificates for the shares of Warrant Stock so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding five (5) Trading Days after such exercise (the “Delivery Date”) or, at the request of the Holder (provided that a registration statement under the Securities Act providing for the resale of the Warrant Stock is then in effect or that the shares of Warrant Stock are otherwise exempt from registration), issued and delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf, within a reasonable time, not exceeding five (5) Trading Days after such exercise, and the Holder hereof shall be deemed for all purposes to be the holder of the shares of Warrant Stock so purchased as of the date of such exercise. Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on a holder’s behalf via DWAC if such exercise is in connection with a sale or other exemption from registration by which the shares may be issued without a restrictive legend. The Holder shall deliver this original Warrant, or an indemnification undertaking with respect to such Warrant in the case of its loss, theft or destruction, at such time that this Warrant is fully exercised. With respect to partial exercises of this Warrant, the Issuer shall keep written records for the Holder of the number of shares of Warrant Stock exercised as of each date of exercise.

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

2.4 Transferability of Warrant. This Warrant may be transferred by a Holder, in whole or in part, without the consent of the Issuer. If transferred pursuant to this paragraph, this Warrant may be transferred on the books of the Issuer by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant at the principal office of the Issuer, properly endorsed (by the Holder executing an assignment in the form attached hereto) and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. This Warrant is exchangeable at the principal office of the Issuer for Warrants to purchase the same aggregate number of shares of Warrant Stock, each new Warrant to represent the right to purchase such number of shares of Warrant Stock as the Holder hereof shall designate at the time of such exchange. All Warrants issued on transfers or exchanges shall be dated the Original Issue Date and shall be identical with this Warrant except as to the number of shares of Warrant Stock issuable pursuant thereto.

2.5 Continuing Rights of Holder. The Issuer will, at the time of or at any time after each exercise of this Warrant, upon the request of the Holder hereof, acknowledge in writing the extent, if any, of its continuing obligation to afford to such Holder all rights to which such Holder shall continue to be entitled after such exercise in accordance with the terms of this Warrant, provided that if any such Holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Issuer to afford such rights to such Holder.

2.6 Compliance with Securities Laws.

2.6.1 The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the Securities Act and any applicable state securities laws.

2.6.2 Except as provided in 2.6.3 below, this Warrant and all certificates representing shares of Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend, in substantially the following form:

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

2.6.3 The Issuer agrees to reissue this Warrant or certificates representing any of the Warrant Stock, without the legend set forth above if at such time, prior to making any transfer of any such securities, the Holder shall give written notice to the Issuer describing the manner and terms of such transfer. Such proposed transfer will not be effected until: (a) either (i) the Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the effect that the registration of such securities under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by the Issuer with the United States Securities and Exchange Commission and has become effective under the Securities Act, or (iii) the Issuer has received other evidence reasonably satisfactory to the Issuer that such registration and qualification under the Securities Act and state securities laws are not required; and (b) either (i) the Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the effect that registration or qualification under the securities or “blue sky” laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. The Issuer will respond to any such notice from a holder within five (5) Trading Days. In the case of any proposed transfer under this Section 2.6, the Issuer will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Issuer. The restrictions on transfer contained in this Section 2.6 shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Warrant. Whenever a certificate representing the Warrant Stock is required to be issued to the Holder without a legend, in lieu of delivering physical certificates representing the Warrant Stock, the Issuer shall cause its transfer agent to electronically transmit the Warrant Stock to the Holder by crediting the account of the Holder or Holder’s Prime Broker with DTC through its DWAC system (to the extent not inconsistent with any provisions of this Warrant or the Unit Subscription Agreement).

3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

3.1 Stock Fully Paid. The Issuer represents, warrants, covenants and agrees that all shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise hereunder will, when issued in accordance with the terms of this Warrant, will be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by or through the Issuer. The Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the purpose of the issuance upon exercise of this Warrant a number of authorized but unissued shares of Common Stock equal to at least the number of shares of Common Stock issuable upon exercise of this Warrant without regard to any limitations on exercise.

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

3.2 Reservation. If any shares of Common Stock required to be reserved for issuance upon exercise of this Warrant or as otherwise provided hereunder require registration or qualification with any Governmental Authority under any federal or state law before such shares may be so issued, the Issuer will in good faith use its best efforts as expeditiously as possible at its expense to cause such shares to be duly registered or qualified, in accordance with the terms and provisions of the Unit Subscription Agreement and the Registration Rights Agreement. If the Issuer shall list any shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, and maintain and increase when necessary such listing, of, all shares of Warrant Stock from time to time issued upon exercise of this Warrant, (the "Warrant Stock"), or as otherwise provided hereunder (provided that such Warrant Stock has been registered pursuant to a registration statement under the Securities Act then in effect), and, to the extent permissible under the applicable securities exchange rules, all unissued shares of Warrant Stock which are at any time issuable hereunder, so long as any shares of Common Stock shall be so listed. The Issuer will also so list on each securities exchange or market, and will maintain such listing of, any other securities which the Holder of this Warrant shall be entitled to receive upon the exercise of this Warrant if at the time any securities of the same class shall be listed on such securities exchange or market by the Issuer.

3.3 Covenants. The Issuer shall not by any action including, without limitation, amending the Certificate of Incorporation or the by-laws of the Issuer, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder hereof against dilution (to the extent specifically provided herein) or impairment. Without limiting the generality of the foregoing, the Issuer will (i) not permit the par value, if any, of its Common Stock to exceed the then effective Warrant Price, (ii) not amend or modify any provision of the Certificate of Incorporation or by-laws of the Issuer in any manner that would adversely affect the rights of the Holders of the Warrants, (iii) take all such action as may be reasonably necessary in order that the Issuer may validly and legally issue fully paid and non-assessable shares of Common Stock, free and clear of any liens, claims, encumbrances and restrictions (other than as provided herein) upon the exercise of this Warrant, and (iv) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be reasonably necessary to enable the Issuer to perform its obligations under this Warrant.

3.4 Loss, Theft, Destruction of Warrants. Upon receipt of evidence satisfactory to the Issuer of the ownership of and the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security satisfactory to the Issuer or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same number of shares of Common Stock.

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

3.5 Payment of Taxes. The Issuer will pay any documentary stamp taxes attributable to the initial issuance of the Warrant Stock issuable upon exercise of this Warrant; provided, however, that the Issuer shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates representing Warrant Stock in a name other than that of the Holder in respect to which such shares are issued.

4. Adjustment of Warrant Price. The price at which such shares of Warrant Stock may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with the notice provisions set forth in Section 5.

4.1 Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale.

4.1.1 In case the Issuer after the Original Issue Date shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided , however , the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering Event and provide the calculations in determining the number of shares of Warrant Stock issuable upon exercise of the new warrant and the adjusted Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the adjusted Warrant Price pursuant to the terms and provisions of this Section 4.1.1. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder at its option may elect to receive an amount in unregistered shares of the common stock of the surviving entity equal to the value of this Warrant calculated in accordance with the Black-Scholes formula.

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

4.1.2 In the event that the Holder has elected not to exercise this Warrant prior to the consummation of a Triggering Event and has also elected not to receive an amount in unregistered shares equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to the provisions of Section 4.1.1 above, so long as the surviving entity pursuant to any Triggering Event is a company that has a class of equity securities registered pursuant to the Exchange Act and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, the surviving entity and/or each Person (other than the Issuer) which may be required to deliver any Securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and if the Issuer shall survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, cash or property as, in accordance with the foregoing provisions of this subsection (a), such Holder shall be entitled to receive, and the surviving entity and/or each such Person shall have similarly delivered to such Holder an opinion of counsel for the surviving entity and/or each such Person, which counsel shall be reasonably satisfactory to such Holder, or in the alternative, a written acknowledgement executed by the President or Chief Financial Officer of the Issuer, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

4.1.3 Stock Dividends, Subdivisions and Combinations. If at any time the Issuer shall:

4.1.3.1 make or issue or set a record date for the holders of the Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, shares of Common Stock,

4.1.3.2 subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or

4.1.3.3 combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then (1) the number of shares of Common Stock for which this Warrant is exercisable immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock which a record holder of the same number of shares of Common Stock for which this Warrant is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event, and (2) the Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment.

CSW #: CSW-849207105 STLT

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

4.1.4 Certain Other Distributions. If at any time the Issuer shall make or issue or set a record date for the holders of the Common Stock for the purpose of entitling them to receive any dividend or other distribution of:

4.1.4.1 cash,

4.1.4.2 any evidences of its indebtedness, any shares of stock of any class or any other securities or property of any nature whatsoever (other than cash, Common Stock Equivalents or Additional Shares of Common Stock), or

4.1.4.3 any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property of any nature whatsoever (other than cash, Common Stock Equivalents or Additional Shares of Common Stock), then (1) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal the product of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such adjustment multiplied by a fraction (A) the numerator of which shall be the Per Share Market Value of Common Stock at the date of taking such record and (B) the denominator of which shall be such Per Share Market Value minus the amount allocable to one share of Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Issuer and supported by an opinion from an investment banking firm mutually agreed upon by the Issuer and the Holder) of any and all such evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights so distributable, and (2) the Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of shares of Common Stock for which this Warrant is exercisable immediately after such adjustment. A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Issuer to the holders of its Common Stock of such shares of such other class of stock within the meaning of this Section 4.1.3 and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.1.3.

4.1.5 Issuance of Common Stock Equivalents. In the event the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Issuer is the surviving corporation) issue or sell, any Common Stock Equivalents, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be less than the Warrant Price in effect immediately prior to the time of such issue or sale, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall be less than the Warrant Price in effect at the time of such amendment or adjustment, then the Warrant Price then in effect shall be adjusted as provided in Section 4.1.4. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect shall be made upon the actual issue of such Common Stock upon conversion or exchange of such Common Stock Equivalents.

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

4.1.6 Superseding Adjustment. If, at any time after any adjustment of the Warrant Price then in effect shall have been made pursuant to Section 4.1.5 as the result of any issuance of Common Stock Equivalents, and such Common Stock Equivalents, or the right of conversion or exchange in such Common Stock Equivalents, shall expire, and all of such or the right of conversion or exchange with respect to all of such Common Stock Equivalents shall not have been converted or exercised, then, on the date that such right of conversion or exchange of the Common Stock Equivalents shall be set to expire, such previous adjustment shall be rescinded and annulled and the Warrant Price then in effect shall be adjusted to the Warrant Price in effect immediately prior to the issuance of such Common Stock Equivalents, subject to any further adjustments pursuant to this Section 4.

4.1.7 Other Provisions Applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4:

4.1.7.1 Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefore) shall be issued for cash consideration, the consideration received by the Issuer therefore shall be the amount of the cash received by the Issuer therefore, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board, and acceptable to the Holder, of such portion of the assets and business of the non-surviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4.1.7.1 shall be allocated among such securities and assets as determined in good faith by the Board.

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

4.1.7.2 When Adjustments to Be Made. The adjustments required by this Section 4 shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that any adjustment of the number of shares of Common Stock for which this Warrant is exercisable that would otherwise be required may be postponed (except in the case of a subdivision or combination of shares of the Common Stock, as provided for in Section 4.1.2 up to, but not beyond the date of exercise if such adjustment either by itself or with other adjustments not previously made adds or subtracts less than one percent (1%) of the shares of Common Stock for which this Warrant is exercisable immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount (except as aforesaid) which is postponed shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Section 4 and not previously made, would result in a minimum adjustment or on the date of exercise. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence.

4.1.7.3 Fractional Interests. In computing adjustments under this Section 4, fractional interests in Common Stock shall be taken into account to the nearest one one-hundredth (1/100th) of a share.

4.1.7.4 When Adjustment Not Required. If the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution to stockholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled.

4.1.8 Form of Warrant after Adjustments. The form of this Warrant need not be changed because of any adjustments in the Warrant Price or the number and kind of Securities purchasable upon the exercise of this Warrant.

4.1.8.1 Escrow of Warrant Stock. If after any property becomes distributable pursuant to this Section 4 by reason of the taking of any record of the holders of Common Stock, but prior to the occurrence of the event for which such record is taken, and the Holder exercises this Warrant, any shares of Common Stock issuable upon exercise by reason of such adjustment shall be deemed the last shares of Common Stock for which this Warrant is exercised (notwithstanding any other provision to the contrary herein) and such shares or other property shall be held in escrow for the Holder by the Issuer to be issued to the Holder upon and to the extent that the event actually takes place, upon payment of the current Warrant Price. Notwithstanding any other provision to the contrary herein, if the event for which such record was taken fails to occur or is rescinded, then such escrowed shares shall be cancelled by the Issuer and escrowed property returned.

5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant to Section 4 hereof (for purposes of this Section 5, each an “adjustment”), the Issuer shall cause its Chief Financial Officer or other authorized officer, as the case may be, to prepare and execute a certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated (including a description of the basis on which the Board made any determination hereunder), and the Warrant Price and Warrant Share Number after giving effect to such adjustment, and shall cause copies of such certificate to be delivered to the Holder of this Warrant promptly after each adjustment. Any dispute between the Issuer and the Holder of this Warrant with respect to the matters set forth in such certificate may at the option of the Holder of this Warrant be submitted to an Independent Appraiser, provided that the Issuer shall have ten (10) days after receipt of notice from such Holder of its selection of such firm to object thereto, in which case such Holder shall select another such firm and the Issuer shall have no such right of objection. The Independent Appraiser selected by the Holder of this Warrant as provided in the preceding sentence shall be instructed to deliver a written opinion as to such matters to the Issuer and such Holder within thirty (30) days after submission to it of such dispute. Such opinion shall be final and binding on the parties hereto. The reasonable costs and expenses of the Independent Appraiser in making such determination shall be paid by the Issuer, in the event the Holder's calculation was correct, or by the Holder, in the event the Issuer’s calculation was correct, or equally by the Issuer and the Holder in the event that neither the Issuer's or the Holder's calculation was correct.

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

6. Fractional Shares. No fractional shares of Warrant Stock will be issued in connection with any exercise hereof, but in lieu of such fractional shares, the Issuer shall, at its option, (a) pay an amount in cash equal to the Warrant Price multiplied by such fraction or (b) round the number of shares to be issued upon exercise up to the nearest whole number of shares.

7. Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the Holder exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.9% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder providing the Issuer with sixty-one (61) days notice (pursuant to this certificate) (the “Waiver Notice”) that the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall be of no force or effect with regard to those shares of Common Stock referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Date, the Holder may waive this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date will not be effective until the Termination Date.

8. Registration Rights. The Holder of this Warrant is entitled to the benefit of certain registration rights with respect to the shares of Warrant Stock issuable upon the exercise of this Warrant and the registration rights with respect to the shares of Warrant Stock issuable upon the exercise of this Warrant by any subsequent Holder may only be assigned in accordance with the terms and provisions therein.

9. Definitions. For the purposes of this Warrant, the following terms have the following meanings:

“Additional Shares of Common Stock” means all shares of Common Stock issued by the Issuer after the Original Issue Date, and all shares of Other Common, if any, issued by the Issuer after the Original Issue Date, except: (i) securities issued (other than for cash) in connection with a strategic merger, acquisition, or consolidation, provided that the issuance of such securities in connection with such strategic merger, acquisition, or consolidation has been approved in advance by the Majority Holders, (ii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date of the Unit Subscription Agreement or issued pursuant to the Unit Subscription Agreement (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Holders) which have previously been disclosed to the Holder, (iii) the Warrant Stock, (iv) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital and provided that the issuance of such securities in connection with such bona fide strategic license agreements or other partnering arrangements has been approved in advance by the Majority Holders, (v) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to the Issuer’s equity incentive plans outstanding as they exist on the date of the Unit Subscription Agreement, (vi) the issuance or grants of options to purchase Common Stock to employees, officers or directors of the Issuer pursuant to any equity incentive plan duly adopted by the Board or a committee thereof established for such purpose so long as such issuances in the aggregate do not exceed ten percent (10%) of the total number of then issued and outstanding shares of Common Stock, unless approved by the Majority Holders, and the specified price at which the options may be exercised is equal to or greater than the Per Share Market Value as of the date of such grant, (vii) any warrants, shares of Common Stock or other securities issued to a placement agent and its designees for the transactions contemplated by the Unit Subscription Agreement, which have been previously disclosed to the Holder or in any other sales of the Issuer’s securities and any securities issued in connection with any financial advisory agreements of the Issuer and the shares of Common Stock issued upon exercise of any such warrants or conversions of any such other securities and (viii) any warrants, shares of Common Stock or other securities issued to any advisor or consultant to the Company that are outstanding as of the date of the Unit Subscription Agreement, or are to be issued pursuant to the terms of an engagement letter or other contractual obligation as of the date of the Unit Subscription Agreement, and which have previously been disclosed to the Holder.

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

“Board” shall mean the Board of Directors of the Issuer.

“Capital Stock” means and includes (i) any and all shares, interests, participations or other equivalents of or interests in (however designated) corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests (whether general or limited) in any Person which is a partnership, (iii) all membership interests or limited liability company interests in any limited liability company, and (iv) all equity or ownership interests in any Person of any other type.

“Certificate of Incorporation” means the Certificate of Incorporation of the Issuer as in effect on the Original Issue Date, and as hereafter from time to time amended, modified, supplemented or restated in accordance with the terms hereof and thereof and pursuant to applicable law.

“Common Stock” means the Common Stock, $0.001 par value per share, of the Issuer and any other Capital Stock into which such stock may hereafter be changed.

“Common Stock Equivalent” means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

“Convertible Securities” means evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for Additional Shares of Common Stock. The term “Convertible Security” means one of the Convertible Securities.

“Governmental Authority” means any governmental, regulatory or self-regulatory entity, department, body, official, authority, commission, board, agency or instrumentality, whether federal, state or local, and whether domestic or foreign.

“Holders” mean the Persons who shall from time to time own any Warrant. The term “Holder” means one of the Holders.

“Independent Appraiser” means a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Issuer) that is regularly engaged in the business of appraising the Capital Stock or assets of corporations or other entities as going concerns, and which is not affiliated with either the Issuer or the Holder of any Warrant.

“Issuer” means Spotlight Innovation, Inc., a Nevada corporation, and its successors.

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

“Majority Holders” means at any time the Holders of Warrants exercisable for a majority of the shares of Warrant Stock issuable under the Warrants at the time outstanding,.

“Original Issue Date” means

“OTC Bulletin Board” means the over-the-counter electronic bulletin board.

“Other Common” means any other Capital Stock of the Issuer of any class which shall be authorized at any time after the date of this Warrant (other than Common Stock) and which shall have the right to participate in the distribution of earnings and assets of the Issuer without limitation as to amount.

“Outstanding Common Stock” means, at any given time, the aggregate amount of outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that are outstanding at such time.

“Person” means an individual, corporation, limited liability company, partnership, joint stock company, trust, unincorporated organization, joint venture, Governmental Authority or other entity of whatever nature.

“Per Share Market Value” means on any particular date (a) the last closing price per share of the Common Stock on such date on the Trading Market or another registered national stock exchange on which the Common Stock is then listed, or if there is no closing price on such date, then the closing bid price on such date, or if there is no closing bid price on such date, then the closing price on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed then on a Trading Market or any registered national stock exchange, the last closing price for a share of Common Stock in the over-the-counter market, as reported by the Trading Market or any registered national stock exchange or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or if there is no closing price on such date, then the closing bid price on such date, or (c) if the Common Stock is not then reported by the Trading Market or any registered national stock exchange or in the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the “Pink Sheet” quotes for the five (5) Trading Days preceding such date of determination, or (d) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Majority Holders; provided, however , that the Issuer, after receipt of the determination by such Independent Appraiser, shall have the right to select an additional Independent Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Independent Appraiser; and provided, further, that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period. The determination of fair market value by an Independent Appraiser shall be based upon the fair market value of the Issuer determined on a going concern basis as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all parties. In determining the fair market value of any shares of Common Stock, no consideration shall be given to any restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or absence of, or any limitations on, voting rights.

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

“Purchasers” means the purchasers of the Common Stock and Warrants (as defined in the Unit Subscription Agreement), issued by the Issuer pursuant to the Unit Subscription Agreement.

“Securities” means any debt or equity securities of the Issuer, whether now or hereafter authorized, any instrument convertible into or exchangeable for Securities or a Security, and any option, warrant or other right to purchase or acquire any Security. “Security” means one of the Securities.

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute then in effect.

“Subsidiary” means any corporation at least 50% of whose outstanding Voting Stock shall at the time be owned directly or indirectly by the Issuer or by one or more of its Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

“Term” has the meaning specified in Section 1 hereof.

“Trading Day” means (a) a day on which the Common Stock is traded on a Trading Market, or (b) if the Common Stock is not traded on a Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided , however , that in the event that the Common Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.

“Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board.

“Unit Subscription Agreement” means the Unit Subscription Agreement dated as of January 8, 2014, among the Issuer and the Purchasers.

“Voting Stock” means, as applied to the Capital Stock of any corporation, Capital Stock of any class or classes (however designated) having ordinary voting power for the election of a majority of the members of the Board of Directors (or other governing body) of such corporation, other than Capital Stock having such power only by reason of the happening of a contingency.

“Warrants” means the Series of rights to purchase Common Shares of the Issuer, to be issued and sold pursuant to the Unit Subscription Agreement, including, without limitation, this Warrant, and any other warrants of like tenor issued in substitution or exchange for any thereof pursuant to the provisions of Section 2.3, 2.4 or 2.5 hereof or of any of such other Warrants.

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

“Warrant Price” initially means that price per share, as listed in Figure 1, Column 3 directly in line with the specific warrant Series as listed, and as such price may be adjusted from time to time as shall result from the adjustments specified in this Warrant, including Section 4 hereto.

“Warrant Share Number” means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.

"Warrant Series" means that apportionment of warrants titled A-AJ representing an amount of shares at a set price as described in Figure 1.

“Warrant Stock” means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

10. Other Notices. In case at any time:

10.1 the Issuer shall make any distributions to the holders of Common Stock; or

10.2 the Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock of any class or other rights; or

10.3 there shall be any reclassification of the Capital Stock of the Issuer; or

10.4 there shall be any capital reorganization by the Issuer; or

10.5 there shall be any (i) consolidation or merger involving the Issuer or (ii) sale, transfer or other disposition of all or substantially all of the Issuer’s property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its shares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, merger, sale, transfer or other disposition involving a wholly-owned Subsidiary); or

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

10.6 there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Issuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; then, in each of such cases, the Issuer shall give written notice to the Holder of the date on which (i) the books of the Issuer shall close or a record shall be taken for such dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be, shall take place. Such notice also shall specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their certificates for Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding-up, as the case may be. Such notice shall be given at least twenty (20) days prior to the action in question and not less than ten (10) days prior to the record date or the date on which the Issuer’s transfer books are closed in respect thereto. This Warrant entitles the Holder to receive copies of all financial and other information distributed or required to be distributed to the holders of the Common Stock.

11. Amendment and Waiver. Any term, covenant, agreement or condition in this Warrant may be amended, or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), by a written instrument or written instruments executed by the Issuer and the Majority Holders; provided , however , that no such amendment or waiver shall reduce the Warrant Share Number, increase the Warrant Price, shorten the period during which this Warrant may be exercised or modify any provision of this Section 11 without the consent of the Holder of this Warrant. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of this Warrant unless the same consideration is also offered to all holders of the Warrants.

12. Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the internal laws of the Commonwealth of the Bahamas, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction.

13. Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) immediately upon hand delivery, telecopy or facsimile at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

Any party hereto may from time to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other party hereto.

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

14. Remedies. The Issuer stipulates that the remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Issuer in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.

15. Successors and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors and assigns of the Issuer, the Holder hereof and (to the extent provided herein) the Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any such Holder or Holder of Warrant Stock.

16. Modification and Severability. If, in any action before any court or agency legally empowered to enforce any provision contained herein, any provision hereof is found to be unenforceable, then such provision shall be deemed modified to the extent necessary to make it enforceable by such court or agency. If any such provision is not enforceable as set forth in the preceding sentence, the unenforceability of such provision shall not affect the other provisions of this Warrant, but this Warrant shall be construed as if such unenforceable provision had never been contained herein.

17. No Rights as Stockholders. Prior to the exercise of this Warrant, the Holder shall not have or exercise any rights as a stockholder of the Issuer by virtue of its ownership of this Warrant.

18. Headings. The headings of the Sections of this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and year first above written.

By:	/s/
Name:	Cristopher Grunewald
Title:	CEO

MOT #: MOT 849207105 STLT

USA #: USA 849207105 STLT

AMA #: AMA 849207105 STLT

CSW #: CSW-849207105 STLT

Exhibit A

Notice of Exercise Pursuant To The:

WARRANT AGREEMENT TO PURCHASE COMMON SHARES

For The Warrant Series':

A-AJ

Issued to:	(Investor)
Exercise Notice Date:	[Date of Exercise]

The undersigned, (Investor), under its rights granted in the Warrant Agreement Numbered: Issued on (the "Warrant"), hereby serves notice that they irrevocably elect to purchase that amount of the underlying free trading shares listed herein for the Purchase Price that the attached Warrant Agreement states the Holder has the rights to exercise. The undersigned has today, executed a cash undertaking with Elco Securities, Ltd. (the "Intermediary") which provides cash to the account of Spotlight Innovation, Inc. (the "Company") for the exercise according to the Account Management Agreement (the "AMA"), signed between the Company and the Investor on and Numbered #: AMA 849207105 STLT. A Verification of such capital credit is attached.

As per the instructions of the Warrant and the AMA, the Company is instructed to deliver the certificates for the Common Shares as described below, the Registration proxy attached to those shares or the attorney opinion letter as per Section 2.6.3 of the Warrant, free of restrictive legend, to the Intermediary within 5 days as per Section 2.3 of the Warrant.

Warrant Exercise Block

Investor Signature Block

EXHIBIT 10.8

Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

This Confidential Memorandum of Terms

Is being issued by:

Spotlight Innovation

("Company")

____________________

Nevada		46-0549098
State of Register		I.R.S. Employer Identification Number

________________________________

6750 Westown Pkwy Suite200-226

West Des Moines, IA 50266

515-274-9087

___________________

Ref #: «Equity_Cusip_»

CONFIDENTIAL

Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

This is an all or none offer to sell securities of Spotlight Innovation, Inc. (Formerly: American Exploration Corp.), (the "Company") to Investor(s), (together, the "Parties"), signifying their agreement to these terms by executing copies of this Memorandum of Terms (the "MOT"). Should the full offering not be committed to within 7 business days of the Company execution date, this MOT will be null and void. This Memorandum of Terms is conditional on obtaining appropriate legal opinions and signing of completed offering documents ("Closing Documents" as described in Section II). Full offering acceptance will be followed by appropriate offering documents and other agreements between the Parties.

US NOTICE: Any dissemination of these terms to the general public, distribution within the borders of the United States of America, distribution to United States citizens abroad, or to other funding or investment sources could void any exemptions for Private Placement status under US Securities Law and is therefore prohibited. The Company and Investor(s) agree that no public announcements or dissemination of any information to any source other than the Company, the Advisor, the Intermediary or the Investor(s), will be made without first obtaining an opinion from legal counsel attesting that such announcement or dissemination will not void the private placement exemption or violate Regulation D, Section 4(2) or Section 5 of the Securities Acts of the U.S.

Ref #: «Equity_Cusip_»

CONFIDENTIAL

Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

Section I. Investment Assumptions & Definitions

1.1. Investment Assumptions

Company:	Spotlight Innovation
Public Market:	OTC
Symbol:	STLT
Cusip#:	849207105
Pre-Money Valuation:	$13,442,754
Share Consolidation Necessary:	See Section 4.10.

1.2. Additional Assumptions

1. If any consolidation or split of shares is contemplated by this agreement, the terms, prices and amounts listed herein are to be considered post share adjustment.

2. Class of Security and Series of Security shall be defined in terms of their Share Attributes, and unless specified as a Series of a Class of Share, shall encompass the whole Class of Securities.

1.3. Definitions

Advisor: The Advisor to this offering is Catwalk Capital, LLC.

Breakout: Those periods wherein cash transfer from the Company Account to the Working Account following attainment of all requirements for such Breakout is occurring.

Company Account: That account, which is managed by the Intermediary, in the name of the Company, where Investor(s) undertaking value is credited at Close.

Close: That action and statement by the Intermediary which formally puts the investment into full effect.

Corporate Undertaking: That letter to the Intermediary stating that the Company has delivered all necessary documents and taken all necessary corporate actions and requesting that the Intermediary close the transaction.

Intermediary: That institution responsible for closing, managing, monitoring and delivering the Cash Breakouts through the Account Management Agreement ("AMA").

Investor(s): Refers to any and all purchasers of this offering.

Ref #: «Equity_Cusip_»

CONFIDENTIAL

Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

Investment Term: That period from the executed USA to 1 year following the exercise of the last Warrant by the last investor.

Offering Documents: The Unit Subscription Agreement ("USA"), detailing the sale of securities, the Account Management Agreement ("AMA"), the Company Compliance Agreement ("CCA") detailing the lien against the Super voting Preferred to be issued to the Company insiders and any additional agreements necessary to complete the transaction. The AMA details the instructions for the Intermediary to manage the distribution of assets and monitor the milestones and requirements.

Unit: That combination of Convertible Preferred Shares (Convertible to Common Shares) and Warrants to purchase additional Common Shares which encompass the securities of the transaction.

Use of Proceeds: That capital inflow and outflow which includes the utilization of the capital from this offering to create valuation.

Use of Proceeds: That financial model shown in Exhibit D which itemizes the company cash flow values such cash flows and generates the terms for this Agreement.

Warrant: Each Warrant guarantees the holder the right to purchase 1 share of pre-registered common stock at a set price. Each Series of Warrants is to be purchased at those prices set forth in Column 5 of Figure 2. Each Unit will carry that number of warrants at each Warrant Series as detailed in Column 4 of Figure 5.

Workout: That period where each Breakout is delivered from the Company Account to the Company Working Account. Workouts assess deliverable Breakout Cash as per Market metrics as described in Section III.6. The Intermediary will monitor and account for those requirements necessary to calculate the release amounts during each Workout. A Workout is a maximum 30 calendar day, minimum 20 day market trading period.

Working Account: That domestic US, unrestricted, account, designated by the Company, for cash to be distributed from the Company Account by the Intermediary.

Workout Period: A Workout Period is a maximum of 30 days. If the Workout is not fully delivered during the current Breakout Period, additional Workout Periods, each of 30 days, would be employed. A Workout Period may be as short as 1 trading day.

Ref #: «Equity_Cusip_»

CONFIDENTIAL

Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

Section II. Investment

2.1. Offer Terms

This is an "All or None" offer to sell securities through a private placement of capital into Units of Convertible Preferred Shares (Convertible into Common Shares at the rate established in Figure 1.) and Warrants for common shares of the Company. This private placement will rely upon the US Securities Act of 1933 Sections 3(b) or 4(2) for its structure and on Regulation D for its exemption from registration. An S-1 registration or registrations to register the shares of this offering must be completed by the Company. The Preferred Shares shall have those attributes as described in Exhibit B. The underlying common shares shall have those rights and privileges as are described in the Company Bylaws.

Figure 1. (Offering Unit Structure)

Notes:

1.	Assumes current outstanding common for first 12 Breakouts. Discussion with counsel is advised.

2.	Each Warrant carries the right to purchase 1 registered common share. Warrants will be divided up into separate warrant classes A-AJ and are described in Section 2.2, figures 2-3.

3.	Includes all equity, including the VAM (described in Section 4.10.1), warrants and assumes no sales of shares by Investors.

Ref #: «Equity_Cusip_»

CONFIDENTIAL

Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

Figure 2. Per Unit Breakdown

Ref #: «Equity_Cusip_»

CONFIDENTIAL

Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

2.2. Warrant Funding

The Use of Proceeds of any cash obtained from the exercise of these warrants will meet the requirements of Section 4.9. Individual Investor(s) Warrant Rights will be detailed in the USA. Underlying Common Shares of the Warrants must be registered and/or free trading prior to release of capital to the Company. The Company will include all of the underlying common shares of the warrants in a registration prior to Month 24 following closing. Warrant exercise is at the discretion of the Investor(s). The warrant exercise shall take place through the Intermediary. The warrant exercise process will be detailed in the AMA. Warrants expire 60 months following Breakout #36 if not exercised.

Figure 3. (Total Warrant Cash Payments)

Ref #: «Equity_Cusip_»

CONFIDENTIAL

Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

2.3. Management Issuances

2.3.1. Value Added Model

The management team of the Company, as determined by the Advisor, will be issued a Value Added Model (“VAM”) as shown in Figure 4. Each series of VAM must be preceded by the fulfillment of the completed Milestone, Breakout and/or warrant series exercise for that VAM disbursement period as detailed in Figure 4. Such bonus pool will be divided according to any Company incentive stock plan or management bonus plan approved by the Investor(s), and reported to the market. Bonus amounts will be paid quarterly as follows:

Figure 4. (Value Added Model)

2.3.2. Super Voting Control Shares

The management team of the Company will be issued 500,000 shares of super voting preferred shares. The Attributes of these shares may be found in Exhibit C. These shares will be deposited with the Company Compliance Attorney for use in the Company Compliance Agreement.

Ref #: «Equity_Cusip_»

CONFIDENTIAL

Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

Section III. Investment Close

3.2.1. Closing Documents

Prior to undertaking completion, the Due Diligence and Closing Agenda items must be completed ("Closing Agenda" shall be completed following full commitment of a Memorandum of Terms.). The Closing Agenda may include the following items, but may include additional items as Investor(s) or Company counsel calls for:

Offering Documents:

Memorandum of Terms (the "MOT")

Unit Subscription Agreement (the "USA")

Account Management Agreement (the "AMA")

Company Compliance Agreement (the "CCA")

Approved Management VAM

Account Documentation

Corporate Resolutions

Corporate Undertaking

Attorney Opinion on Corporate Acceptance and Undertaking

Copies of Share Certificates and Opinion Letters

3.2.2. Intermediary

The Company shall open a Company Account at an Intermediary of Investor(s) choosing (the "Company Account"). The Intermediary shall be a licensed financial institution capable and experienced in managing this transaction. The Company Account will be credited with the purchase value from each Investor's cash undertaking.

3.2.2 Share Deposit

The Company shall cause the share certificates for the Preferred Convertible Shares and the warrants to be issued in the names of the Investor(s). Such certificates would be delivered to the Intermediary for safekeeping.

3.2.3. The Close

Following all required compliance items and final due diligence checks, the Intermediary will officially close the transaction by formally crediting the Investor(s) undertaking(s) to the Company Account and crediting the Unit certificates to the account(s) of the Investor(s). Upon completion of such action, the Intermediary will begin acting on the instructions present in the AMA.

3.3. Registration:

Ninety (90) days following Close, the Company will perform a Registration of that number of common shares underlying the Preferred Series A as described in Figure 1 "Common to Register", see note 1, to cover at a minimum, the first 6 Breakouts. Additional Registrations to cover the remaining underlying common will later be filed to provide continuity to the Breakout Schedule found in Section 3.4 Figure 5.

Ref #: «Equity_Cusip_»

CONFIDENTIAL

Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

3.4. Cash Breakouts

The total invested cash release is divided into that number of cash Breakouts as described in Figure 1, (“Breakouts”). Once those requirements detailed in Section 2 and Section 3-3.3 have been accomplished, apportioned "Breakouts" of cash from the Company Account would begin according to the Breakout requirements as described in Section 3.4-8.

Figure 5. (Breakout Detail)

(All Invested Amounts would be subject to deductions of account management and Investor(s) expenses (Including legal, accounting, account management, wire, transfer and bank fees) and payments prior to transfer from the Company's capital account to their working funds account. Any transfers of capital would have wire and or check costs and fees deducted from them. These transfer fees may vary depending on the size and destination of the transfer.)

3.4.1. Breakout Period

Each Breakout will comprise any amount of time necessary to meet the requirements set in Section 3.5. Breakouts must always be delivered in numerical order.

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Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

3.4.2. Breakout Start

These items must be accomplished prior to Breakout start:

1.	Completed Registration on the Breakout Shares

2.	Conversion of the Preferred Shares to freely traded Common Shares

3.	Common Shares are electronically deposited with Intermediary

4.	Previous Breakout has completed

5.	Company is in compliance with all instruments

6.	Company is not notified of any non-compliance with applicable securities regulations

3.5. Breakout Market Metric Requirements:

3.5.1. Public Share Market Reality

Market Reality is defined by the market through: volume of shares traded (bought and sold), and, the price of the trades. The more volume at any price, the more that price level becomes “Reality”. Trading volume at or above the Trade Price Minimum, as detailed in Figure 6, {the "Release Volume"), details the cumulative trading volume for each Breakout release.

3.5.2. Trade Price Minimum

Trade Price Minimum is the lowest price that volume will be counted against the Release Volume in each Breakout.

Figure 6. (Market Metric Requirements)

3.6. Breakout/Workouts

3.6.1. Workout Periods

Each Breakout may be divided up into 1 or more cash Workouts to divide the accounting periods into 30 calendar day, (Minimum 20 trading day), periods called "Workouts". Any Breakout will continue through as many Workout periods as is necessary to fulfill the Workout Accounting. Each successive Workout will begin as soon as the previous Workout time is up, or the Release Volume has been met.

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Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

3.6.2. Workout Accounting

Breakout Cash Workout metrics will be accounted as follows:

(Accountable Volume = Total Trading Volume above Minimum Bid Price)

Accountable Volume X 25% = Available Uncovered Shares

Available Uncovered Shares ÷ Breakout Common Shares = Share Release %

Share Release % X Breakout Cash Amount = Workout Release Cash

So if given the following theoretical parameters the release for a theoretical Workout Period would be as follows:

Figure 7. (Theoretical Workout for Breakout 1)

3.6.3. Breakout Completion

Intermediary will perform the Workout Accounting to identify the amount of cash to deliver in any Workout. When the cash value for any Breakout has been delivered, the Breakout is deemed completed. The next Breakout would start the next trading day.

3.7. Adjustment for Trade Pricing In Excess of Trade Price

3.7.1. Adjustment for Bid pricing greater than Breakout minimum Bid price

In the event the Trade Prices for the 30 day Workout Period, defined as where the cumulative 10 day Weighted Average Trade Price (the "WATP"), is greater than 130% of the Breakout Trade Price, as described in Section 3.5. Figure 6, the WATP will reduce the Breakout volume metric requirement, as described in Figure 6, and replace the calculation for the Breakout Common Shares used in Section 3.6.2.from the original "Breakout Common Shares" as shown in Figure 5, as follows:

Breakout Cash Amount ÷ WATP = Breakout Common Shares

This Breakout Common Share metric adjustment does not impact the actual shares already purchased by the Investor(s), which will remain at their original amount as described in Section 3.4. Figure 5.

3.7.2. Adjustment for pricing less than Breakout Trade Price

Should the Company wish to adjust any given Breakout Trade Price metric to a lower level, the Company may offer the Investor(s) additional shares. Such shares would be issued as restricted shares and added to the next registration. Should the Investor(s) accept the additional shares as a Price Adjustment, the Intermediary will be instructed to recalculate the Breakout release based on the lower price as the metric. The Investor(s) are under no obligation to accept any offer of shares, or, to reduce the Trade Price.

3.7.3. Price Adjustment Steps

1. Company determines pricing for the Breakout

2. Advisor recalculates Breakout metrics for the Breakout utilizing the new Trade Price

3. Amendment to the Original USA and AMA signed by all parties

4. Amendment delivered to Intermediary to adjust current instructions

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Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

3.7.4. Price Adjustment Caveats

1. No Investor shall control more than 4.9% of the company's common shares at any given time. Breakouts in excess of this 4.9% would require special permission of the Investor(s).

2. Price Adjustment Shares will be issued in the Intermediaries name electronically, or, in Certificate form and held until registered.

3. Investor(s) do not have to accept the Price Adjustment and may wait until corporate developments fuel the share valuation.

4. Should the Price Adjustment be requested in the last 6 Breakouts, a registration must be completed prior to such utilization to provide free trading shares.

5. Price Adjustments will be calculated upon receipt by the Intermediary of the adjusting shares back to the beginning of the current Breakout.

3.7.5. Price Adjustment Increases Volume Metric

Any downward adjustment of the Breakouts Trade Price will simultaneously adjust the Volume metric upwards. The Advisor will calculate the volume metric adjustment and the adjusted volume metric will replace the metric described in figure 7 for that Breakout only.

3.8. Breakout Cash Flow Waterfall

Expending any Cash transferred from the Company Account to the Working Account will be prioritized in the following order:

i.	Expenses, Fees and cash holdback payable

ii.	Public and Investor(s) Relations as described in the Use of Proceeds

iii.	Debt Service

iv.	Use of Proceeds

Section IV. Management

4.1. Use of Proceeds (UOP)

The Company will adhere to the Use of Proceeds set forth in Exhibit D. The Company agrees not to use funds from this offering for any purpose not listed in the Use of Proceeds ("UOP") without previous approval in writing from the Advisor. Company further agrees that any significant deviance from this UOP, will be approved in writing by the Investor(s), through the Advisor, prior to such deviation. The Advisor will be the sole arbiter of the significance of the deviation. The Company understands that any such deviation from the UOP may alter the valuation metrics used to evaluate the risk of this offer and increase the risk metrics beyond what the Investors are agreeing to bear. Nothing in this document would restrict the Company from utilizing funds not included in the UOP, or received from a separate offering previously approved by the Investor(s), for purposes as the Company sees fit.

4.2. Communications & Control

4.2.1. Non-Contact

The Company will ensure that its officers, directors, employees, affiliates and consultants agree not to communicate directly with the Investor(s) at any time. Any verbal communications to the Investor(s) may entail unintentional dissemination of inside non-public information, material representations, or, material disclosures, and, must therefore be avoided.

4.2.2. Advisor Role

The Company understands that the Investor(s) have retained Catwalk Capital, LLC, (the "Advisor") as their Purchase Advisor to perform Due Diligence, opine on the investment opportunity and monitor the investment process. All communications with the Investor(s), or, Intermediary, shall be conducted through the Advisor. Any discussion of items needed, document delivery or general questions would be directed to Advisor. Any additions or modifications which may be requested or suggested by the Company, must be provided in writing to the Advisor who will communicate such requests to the Investor(s) and Intermediary for their approval.

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4.2.3. Quarterly Report to Advisor

The management of the Company agrees to provide a written report to the Advisor quarterly. This Milestone report will include the Milestones identified in the design of the Use of Proceeds. The report will discuss the Company’s achievement of any milestones and/or its progress towards achievement of milestones. These reports should be delivered no later than 10 days following the filing of the Company’s quarterly, or, annual financials. If the Company is not yet fully reporting, these reports will be due 10 days following the completion of the Company’s quarterly or annual financial statement review.

4.3. Expenses and Fees

4.3.1. Company Expenses

During the Investment Term, the Company will bear all expenses for the preparation, negotiation and management of this offering including, but not limited to: document creation, due diligence management, escrow, accounts, registrations, filings, professional fees, document processing, account management services and wire and bank fees.

4.3.2. Investor(s) Expenses

During the Investment Term, the Investors will bear their own expenses for investigating this offering and its merits, risks and potential.

4.3.3. Cash Holdback

During the Investment Term, the Intermediary will hold back portions of the deliverable capital to cover any expenses and/or fees which may be billable to the Investors or, the Intermediary during the course of the Offering. These expenses are outlined in Figure 3 and Figure 5. Any cash Holdback is non-refundable.

4.3.4. Intermediary Account Fees

During the Investment Term, the Intermediary will charge monthly and annual fees for the Account maintenance. Intermediary will also charge fees for share deposit, transfer, cash transfers and accounting statements. Bank and wire fees are subject to change.

4.4. Break Up Following Close

The Company understands that:

1.	Following Close, there shall be no ability for either the Company or the Investor(s) torescind or cancel the transaction without mutual written agreement of all parties.

Any Breakup following Close will require a negotiated Breakup settlement between theparties. The Company understands that the Investors are not operating jointly, and assuch, each Investor may agree or disagree with such settlement proposal. The Companyrepresents that there is no previously negotiated Breakup Agreement.

3.	Should a negotiated Breakup of the transaction occur following closing, any suchagreement must provide an allotment to cover costs and expenses of the Advisor andIntermediary.

4.	The Investor(s) are under no obligation to agree to any such Breakup offer unless satisfiedwith the terms of such Breakup settlement.

5.	The Company may not cancel or Breakup the investment by delay or refusal to providedocumentation.

6.	Any public dissemination or filing of documents stating that the transaction has beenbroken up or cancelled without a mutually agreed Breakup must be considered as amaterial untrue statement and would subject the Company to potential regulatory actions.

7.	Any Breakup Settlement Agreement will not be considered as complete until all itemsnecessary to complete such Agreement have been accomplished including shareissuance, registration, delivery of shares to Intermediary and any other items called forin the Settlement Agreement.

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Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

4.5. Compliance by Company

At close, the Company shall deposit 500,000 super voting Preferred Shares Described in Exhibit C with an attorney of the Advisors and Company's choosing under an escrow and compliance agreement (the "Company Compliance Agreement" or the "CCA"). The escrow will be accompanied by stock powers for transfer of the super voting shares to the Compliance Attorney in the event the Compliance Attorney is forced to compel the Company to act should any of the following circumstances described in Section 4.5.1 and/or 4.5.2 below continue unresolved and the Compliance Attorney is forced to take those actions described in this Section 4.5.3 below:

During the Investment Term, the Company understands that:

4.5.1.

Should the Company be out of compliance with any of the following:

Failure to file a Registration with the US Securities Exchange Commission ("SEC"), covering the shares described in Section 2.1, within 6 months of the Closing.

Failure to file continuing registrations to register any remaining common shares attached to the Units or warrants to this offering, or;

Failure to provide proper documents to deposit certificates attached to thisoffering, or;

Failure to provide legal opinions for shares attached to this offering, or;

Failure of the Company to communicate with the Advisor to provide quarterly reports, resolve issues and maintain communications, or;

Failure to maintain compliance with requirements set in this MOT, the USA or AMA, or;

Failure to be a going concern by the filing of a petition for bankruptcy, eithervoluntarily or involuntarily, or, by the ceasing of business activity, or;

Failure to meet the requirements and representations of this MOT or any of the subsections thereof, or;

4.5.2.

Should the Company Institute any of the following:

Cancellation of certificates attached to this offering without the permission ofthe Investor(s), or;

Institution of any suits to force a Breakup, or;

Filing of any documents, statements, or, issuance of any press releases stating that thetransaction is canceled or dissolved when in fact it is not, or;

4.5.3.

Immediately upon discovery of an instance of non-compliance, the Compliance Attorney shall demand the Company come into compliance within 30 days of receiving Notice. During the 30 day Notice Period, the Company must communicate a plan to the Investor(s), through the Advisor with Notification to the Compliance Attorney, to rectify such non-Compliant situation. If the Investors have not agreed to such plan, or issued an extension to the Company, during the Notice Period, with notice to the Compliance Attorney of same, the Compliance Attorney shall:

Transfer the Super Voting Shares to the Compliance Attorney, who may then;

Institute a shareholder vote to:

Force compliance through shareholder directives, or:

ii.

Call for a Shareholder vote to replace management should management beobstructionist or if the actions of management continue to leave theCompany out of compliance, or:

iii.

Bring additional management or replace management as necessary to puta plan in place to force compliance.

Once compliance is reestablished, the Super Voting Shares will be transferred tothe then Board of Directors in percentage proportion to the number of board seats.The new holders will be required to produce additional stock powers prior tothis transference to reestablish the CAA escrow.

Any legal expenses in addition to the original Company Compliance Agreementsetup will be charged to, and be paid by, the Company.

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Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

4.5.4.

Notice Provisions

Initial Notice must be delivered, to the Company, Advisor and the Compliance Attorney, through a certified letter addressed to the addresses contained in the Compliance Agreement. Following initial Notice, electronic communication may be utilized. Upon certification of delivery, the Compliance Attorney will start the 30 day clock.

4.6. Negative Covenants

4.6.1. Dilutive Issuances

During the Investment Term, the Company must obtain prior written approval of the Investor(s), through the Advisor, for any issuance of shares of any class of securities by the Company for any reason. The Advisor will be the sole arbiter of the impact of any issuance to the valuation of the Company and the offering contemplated herein. The Company must inform and communicate with the Advisor the terms, conditions and covenants of any such issuance and await acceptance individually by the Investor(s).

4.6.2. Share Consolidations

During the Investment Term, the Company is restricted from performing any consolidation of its capital structure without the express written approval of any Investor(s) who have subscribed to this Memorandum of Terms.

4.6.3. Restricted Capital Activities

During the Investment Term, the Company agrees not to: engage with, or, support, either monetarily, through the use of company resources, or, through public message, any of the activities described below:

i. Pornography or Prostitution

ii. Human Embryo Abortion or Abortive Support

iii. Child Labor (According to the United Nations-International Labor Organizations, 1976 Minimum Age Convention No.138)

iv. Support for Terrorist or Hate Groups either monetarily or by gift of resources

v. Human Trafficking and human slavery

vi. Social or Religious opinions which may be contentious or harm the Company image

vii. Supplying of Weapons in contravention of US and/or International law

viii. Monetary gift, donation or payment which would suppress or prohibit the free exercise of rights of any person or group due to ethnic, religious, racial, sexual or political viewpoints or to support persons or groups in their pursuit of such suppression of other groups

4.6.4. Disposition of Assets

During the Investment Term, the Company agrees not to perform any sale, merger, divestiture, bankruptcy or spin-off which would consist of 5% or more of the underlying assets (Including Intellectual Property), revenue sources, or, future revenue stream, unless prior written approval has first been obtained from the Advisor.

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Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

4.6.5. UOP Restrictions

During the Investment Term, the Company agrees not to use funds from this offering for any of the following items unless previously agreed to and/or included in the Use of Proceeds referred to in Exhibit D of this Memorandum of Terms:

a. Leasing vehicles, aircraft or boats for senior management's or consultant's personal use

b. Legal or G&A not related to corporate operations, public company listing or those items contained in the Closing Documents, or, this Agreement

c. Loans to management, shareholders or non-owned entities

d. Settlement of legal liabilities

e. Severance package or past due salary payments

f. Payment of license fee's, royalties or any billing which will ultimately be paid to management, directors, their heirs, family, trusts, estates or businesses.

4.6.6. Share Attributes

At no time during the Investment Term, without the written consent, or, affirmative vote of the Investor(s) who have subscribed to this offering, the Corporation shall not, either directly or indirectly, affect the powers, preferences, or special rights, of any class of stock or security described in this Agreement.

4.7. Affirmative Covenants

The company will be in compliance with the following items during the Investment Term. If such items are out of compliance, the company agrees it will not have access to the funds in their account and may be subject to the CCA, until the compliance issue is remedied or a workaround is mutually agreed to with the Advisor.

4.7.1. Company will at all times during the Investment Term, maintain corporate compliance with applicable jurisdictional regulations.

4.7.2. Company will at all times during the Investment Term, provide and maintain full corporate authority evidenced by:

a. Certificate of good standing or proof of corporate compliance with state authority.

b. Corporate undertaking secured by a corporate resolution authorizing the issuance of the shares and acceptance of the offering documents. Such resolutionmust be suitable to the Intermediary for purposes of share deposit.

c. Proper filings of corporate capital Structure alterations such as 14C securities filings, state filings and shareholder votes if required by state regulations orcorporate bylaws.

4.7.3. Company will at all times during the Investment Term, report their audited financials to the proper governmental regulatory agency so as to maintain fully reporting status.

4.7.4. Company will at all times during the Investment Term, be publicly traded on an exchange acceptable to the Investor(s), or would upgrade to such exchange as required.

4.7.5. Company will at all times during the Investment Term, adhere to the Use of Proceeds model as set forth in Exhibit D. Any deviance from this UOP schedule must be discussed with the Advisor, prior to such deviation. If the deviance is to be a permanent change, the Advisor will need to obtain the Investors approval of such change to the Use of Proceeds in writing.

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Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

4.8. Offering Controls

4.8.1. Funds Management

An Account Management Agreement ("AMA") will be established which will manage the pre-closing, closing and post-closing administration of this offering. The Intermediary will obtain capital commitments from the Investor(s). The Company shall deliver the Unit securities to Intermediary (Preferred Shares and Warrant Certificates). At close, the Company Account will be credited with the Investors undertakings. Preferred Shares and Warrants would be credited to Investor(s) accounts. The AMA will take over the operation of the investment and the sale will be deemed closed. The AMA will manage the Breakouts.

4.8.2. Share Management

The shares of Preferred and the Warrants shall be held in safekeeping by the Intermediary. Following the Close and the Registration(s) covering the Breakout(s), and prior to each Breakout, the Intermediary will request a conversion, from the Company, of the Investor(s) Preferred Shares, into Common Shares. Once the Intermediary receives those Common Shares electronically, it will begin tracking Workout Accounting, as described in Section 3.6.2., and, upon meeting the Breakout Market Metric’s as established in Section 3.5, release each Breakout to the Working Account.

4.9. Confidentiality

The Company will keep this and other investment documents confidential in their entirety and will not disclose either the documents or the terms thereof to any party which is not a party to this investment until such time as the offering is Closed. At which time, the Company will limit its disclosure to any public filings which must be made to maintain compliance with applicable Securities regulations. Any filing, press release or public disclosure related to this offering, will be approved by the Advisor prior to any such action.

4.10. Milestones and Action Items

4.10.1. The Company plans to accomplish the following items prior to closing:

Issuance of Preferred Shares A & C

4.10.2. The Company plans to accomplish the following items prior to Breakout 1:

(These are in addition to other compliance items listed in this document)

Completion of Bridge Funding.

ii.

Adjustment of Series A Preferred Certificate of Designation to amend: (a.) the redemption value from $73.44 to $78.80 per share, (b.) removal of all language which would consolidate the Series A Preferred Shares or alter the conversion rate at which the Series A Preferred Shares convert into common shares due to any consolidation of the common shares.

ii.

Registration on the underlying shares for Breakouts 1-3.

4.10.3. The Company plans to accomplish the following items within the given time frames:

An Investment Bank, acceptable to Investors, would be retained by theCompany no later than Month 18 following Registration acceptance. TheInvestment Bank would provide the following:

1. Retail investor support

2. Analyst coverage support

3. Uplisting strategy & support

4. Aid in secondary offering structure

5. Aid in Acquisitions and or Mergers

6. Management acquisition, strategy & support

7. Deal optics improvement

8. Road show support

9. Industry research coverage and strategy

10. Sarbanes Oxley strategy and transparency increase

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ii.

The Company will make application to a higher exchange acceptable to theInvestors as soon as the common share market price allows such a listing to beobtained, but at latest by month 30.

iii.

If, at any time, following 18 months after the close of this offering, the market price of the common shares is less than $5.00 per share, the board will approve and then present for shareholder approval an authorization to perform a share consolidation sufficient to allow the market price to meet or exceed $5.00 per share.

iv.

If during the period comprising 60 months following the close of this offering, the price of the common shares in the market is greater than $30 per share, the board shall approve and present to the shareholders an authorization for the company to perform a forward split of the shares such that the market price is maintained at or near the $20 per share basis.

4.11. Registration

4.11.1. Mandatory Registration Requirements

The Company shall prepare and file with the SEC a Registration Statement, or, statements, covering those underlying common shares listed in Column 2 Row 4 of Figure 1, on Form S-1 or, on such other form as is available. Such initial registration or, registrations will commence within 90 days of the close of this offering.

4.11.2. Additional Registration Provision

The Company shall amend the Registration Statement, or, file new Registration(s) in succession, so as to cover all underlying common shares of the Preferred and Warrants. Such additional registrations or amendments will be filed by the Company 120 days or more prior to the expected Breakouts that the underlying common shares are included within.

4.12. Piggyback Rights

At any time during the investment term where a business combination, divestiture, spin-off, share issuance or sale, the Company will first obtain the written consent, or, affirmative vote of the Investor(s) who have subscribed to this offering. Any rights granted in this Agreement shall inure to and become enforceable in any agreement related to such business combination, divestiture, spin-off, share issuance or sale.

4.13. First Rights

The Investor(s) through the Advisor shall have First Rights to invest through equity in any: business or business combination entity which is formed from, comprised in any percentage of, or significantly benefitting from the assets, strategies, intellectual property, sales streams or management of the Company (the "Combination Entity"), for a period of 5 years following the end of the Investment Term. The Company, or the Combination Entity, shall notify Advisor in writing, and await the affirmative written permission of the Advisor, prior to entering into any agreement which falls within the description of this section 4.13. The Advisor shall have the right to invest in the Combination Entity using its proprietary investment model on terms similar to the terms of this Agreement. The Company may make an offer to the Investor(s) and Advisor, to buy their right of first refusal. The Investor(s) and Advisor may accept or deny any Company offer. Any investment made by the Investors(s) through the Advisor will have the following parameters:

No more than 45% dilution in the Convertible Preferred Round

ii.

No more than 55% full dilution with warrant exercise

iii.

Registration required

iv.

Use of Proceeds model to be developed by Advisor

VAM issued to management for performance

vi.

Compliance controls in place

vii.

Combination Entity will be required to become public through either an IPO or a direct listing

viii.

Combination Entity will be required to maintain a fully reporting status at all times, whether public or private

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Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

Section V. Acceptance of Terms

By issuing this Memorandum of Terms, the Company signifies that it will enter into such offer with the Investor(s). This is an offer to sell securities under these terms by the Company to the Investor(s).

This Memorandum of Terms is good for acceptance for 7 business days after the signature Date located on the signature line for the Company below. If at that time, the Advisor has not received signatures, this Memorandum of Terms would become invalid. Upon full commitment of capital, these terms will be implemented into the offering documents (The Unit Subscription Agreement ("USA") and the corresponding Account Management Agreement ("AMA")).

By signature below, the Investor signifies their intent to subscribe to that number of Units for such amount as is detailed in the name block. Nothing in this document or in the location of signatures signifies any pooling of interest or common share sales agreement. The Investor(s) represent(s) that they are purchasing for their own account and not for the account of others and not with a view to redistribute such securities. Further, each Investor(s) certify and herby represent that they are an "Accredited Investor" as defined in the US Securities Act of 1933 under Regulation D, Rule 501 (a copy of which is included in Exhibit G.).

Spotlight Innovation, Inc.	Cris Grunewald	Date: 06.09.2014

6750 West Town Pkwy, Ste-226 West Des Moines, IA 50266	Signature

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Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

Exhibit A

Capital Structure

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Memorandum of Terms Identification No: MOT 849207105 STLT

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Memorandum of Terms Identification No: MOT 849207105 STLT

Exhibit B

Preferred Share Attributes

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Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

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Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

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Memorandum of Terms Delivery No: 01

Memorandum of Terms Identification No: MOT 849207105 STLT

Exhibit C

Supervoting Preferred Share Attributes

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Memorandum of Terms Identification No: MOT 849207105 STLT

Exhibit D

Use of Proceeds

(Attached as a pdf “AEXP UOP Close”)

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Memorandum of Terms Identification No: MOT 849207105 STLT

Exhibit E

(Intentionally Omitted)

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Exhibit F

Corporate Resolution for this Offer

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Memorandum of Terms Delivery No: 01

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Exhibit G

US Securities Act of 1933, Regulation D, Rule 501

Rule 501 -- Definitions and Terms Used in Regulation D

As used in Regulation D, the following terms shall have the meaning indicated:

2. Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

5. Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;

8. Any entity in which all of the equity owners are accredited investors

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