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1. 205/027770-0001
1033869.02
October 26, 2009
Neonc Inc.
10524 S. La Cienega Boulevard
Inglewood, CA 90304
Ladies and Gentlemen:
The undersigned is delivering this letter to you in connection with the acquisition of two
million (2,000,000) shares (the “Shares”) of Common Stock of Nas-onc Inc., a Delaware
corporation (the “Company”). The undersigned understands that the issuance of the Shares has
not been qualified with the California Commissioner of Corporations pursuant to the California
Securities Law of 1968, as amended (the “Act”), on the grounds that such issuance is exempt
from qualification under Section 25102(f) of the Act. The undersigned further understands that
you are relying on the following representations in concluding that such exemption applies:
1. The undersigned is acquiring the securities solely for the account of the
undersigned for investment only, and not for the benefit or account of any other person or entity.
The Shares are not being purchased for distribution or resale. The undersigned has no contract,
undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person,
or to anyone else, all or any part of the securities and the undersigned has no present plan to enter
into any such contract, undertaking, agreement or arrangement. The undersigned further
represents that the offer and sale of the securities was not accompanied by any general
solicitation or advertising, advertisements, articles, notices or other communications published in
any newspaper, magazine or broadcast over television or radio.
2. The undersigned either (i) has had a preexisting personal or business relationship
with the Company or any of its officers, directors or controlling persons, or (ii) as a result of the
business and financial experience of the undersigned, or as a result of the business or financial
experience of his professional advisor (who is unaffiliated with and who is not compensated by
the Company or any affiliate or selling agent of the Company, directly or indirectly), the
undersigned has the capacity to protect his own interest in connection with the purchase of the
Shares.
3. The undersigned is an “accredited investor” as such term is defined by Regulation
D under the Securities Act of 1933 (the “Securities Act”). Specifically, the undersigned is either:
(a) a director or executive officer of the Company, (b) a natural person whose individual net
worth, or joint net worth with his or her spouse, exceeds $1,000,000, (c) a natural person who
had an individual income in excess of $200,000 in each of the last two years, or joint income
with his or her spouse in excess of $300,000 in each of those years and has a reasonable

2. 205/027770-0001
1033869.02
expectation of reaching the same income level in the current year, or (d) an organization
described in Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose
of acquiring the Shares, with total assets in excess of $5,000,000.
4. The undersigned is a bona fide resident of:
[insert name of state, if within the United States, or name of country, if not a resident of the
United States].
5. The undersigned understands that the Company is a newly organized entity with
very limited assets and no history of operations and which seeks to commercialize a product that
will require substantial additional financing, development and regulatory approvals.
Accordingly, the undersigned understands that an investment in the Shares is extremely risky,
and that the undersigned could lose his, her or its entire investment in the Shares.
6. The undersigned understands that the Shares will be “restricted securities” under
the Securities Act, and cannot be resold or transferred unless such sale or transfer is registered
under the Securities Act, or an exemption from the registration requirements of the Securities
Act is available. Shares that are purchased by persons who are not residents of the United States
can be resold only in compliance with Regulation S under the Securities Act. The undersigned
agrees with the Company that the Company shall not register any transfer of the Shares that are
not made in accordance with Regulation S under the Securities Act, pursuant to registration
under the Securities Act, or pursuant to an available exemption from registration under the
Securities Act.
__________________________________________
Name:
__________________________________________
Title:
__________________________________________
Date: