Accredited investors must qualify to participate in Private Placement Memorandum investments per California’s Regulation D (501), so, individuals who seek investment
opportunities in StemCell4America must meet the requirements set forth below with #5 and #6 to be eligible as accredited investors. Please review the qualifications
below to ensure youare a qualified investor. Complete and submit your contact information and an administrative assistant will contact you with details to fulfill
participation.

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; anyinvestment 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 andmaintained 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 inexcess 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 planfiduciary, 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 benefitplan 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 purposeof 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 thatissuer;
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 excluding the
value of theprimary residence of such natural person;
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 asdescribed in Rule 506(b)(2)(ii) and
8.  Any entity in which all the equity owners are accredited investors.