We relied in each case for these unregistered sales on the private offering exemption of Section 4(a)(2) of the Securities Act and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder based on the following factors: (i) the number of offerees or acquirers, as applicable, (ii) the absence of general solicitation, (iii) representations obtained from the acquirers relative to their accreditation and/or sophistication (or from offeree or acquirer representatives, as applicable), (iv) the provision of appropriate disclosure, and (v) the placement of restrictive legends on the certificates reflecting the securities coupled with investment representations obtained from the acquirers.

(1) These subscriptions by individual investors were part of a private offering of securities. The purchase price was $0.01 per share, and the aggregate proceeds amounted to $50,000, all of which was paid in cash.

(2) This subscription by an individual investor was part of a private offering of securities. The purchase price, which represented a total value of $750, and all of which was paid for in the form of business development services previously performed for the benefit of the Company, was established for purposes of valuation on the basis of the closing price of the Company common stock on those days during which such services were performed.

(3) This subscription by an individual investor was part of a private offering of securities. The purchase price was $0.01 per share, which represented a total value of $29,000, and all of which was paid for in exchange for the amounts owed to the individual investor by the Company for business development services previously performed for the benefit of the Company.

(4) This subscription by a holder of a convertible promissory note (also an independent contractor and shareholder) with a face value of $137,500 exercised the right to convert $60,000 of the note into six million shares (6,000,000) of common stock at the conversion rate of $0.01 per share per the terms of the note.

(5) These subscriptions, by former membership interest holders of Advanced Cement Sciences LLC, were part of a private offering of securities. The value of the consideration referenced in this column is based strictly on the quoted market trading price of the Company common shares as of the close of business on the date of issuance ($0.002) and does not reflect any discount based on either the relative illiquidity of such shares and/or their status as restricted securities, which factors could combine for other purposes to result in a valuation discount that is substantial and a per share value which is correspondingly lower.