Asiatel Outsourcing - Subscription Agreement of New Media Capital 2.0 Inc.

NEW MEDIA CAPITAL 2.0 INC.
(the “Issuer”)

SUBSCRIPTION FOR SUBSCRIPTION RECEIPTS

(FOR FRIENDS, FAMILY AND CLOSE ASSOCIATES)

INSTRUCTIONS TO SUBSCRIBER

STEP 1: Complete the Subscription Documents - Read the subscription agreement and complete, date and sign page 2 of the subscription agreement, as applicable. Digital Signatures are acceptable.

STEP 2: Payment - Payment for the aggregate Purchase Price must be submitted via wire transfer only to Asiatel Outsourcing Ltd. (please see Canadian wire transfer instructions in Schedule “D”).

STEP 3: Completed Subscription Procedure - A completed and executed copy of this subscription agreement, including all applicable schedules hereto, must be delivered by no later than 5:00 pm (MST) on December 30, 2025 by post or email to:

New Media Capital 2.0 Inc.

Suite 1700, Enbridge Centre, 10175 101 St. Nw,

Edmonton, Alberta T5J 0H3 Canada

Attention: John A. Putters, CEO and Director

(jputters@visionstate.com)

(with a copy to shafi@athl.com.hk and kc@mortonlaw.ca)

Should you have any questions regarding the completion of this subscription agreement and the attached schedules and exhibits, please contact shafi@asiateloutsourcing.com

SUBSCRIPTION AGREEMENT OF NEW MEDIA CAPITAL 2.0 INC.

BETWEEN:	(the “Subscriber”)
AND:	New Media Capital 2.0 Inc. of Suite 1700, Enbridge Centre, 10175 101 St. Nw, Edmonton, Alberta, T5J 0H3 (the “Issuer”)
AND:	Asiatel Outsourcing Ltd. of Floor 2, Willow House, Cricket Square, PO Box 709, Grand Cayman KY1-1107, Cayman Island (“Asiatel”)

Subject and pursuant to the terms set out in “Terms and Conditions of Private Placement Subscription Agreement”, attached hereto and forming a part hereof (together, the “Agreement”), the Subscriber hereby irrevocably subscribes for, and on the Closing (as defined herein) will purchase from the Issuer, the number of subscription receipts of the Issuer (the “Subscription Receipts”) at a price of $0.20 per Subscription Receipt, for the aggregate purchase price (the “Purchase Price”) set forth below. The Offering is being conducted by the Issuer in connection with a Qualifying Transaction (as defined herein) with Asiatel pursuant to the terms of the Share Exchange Agreement (as defined herein). The Issuer will be renamed upon completion of the Transaction to a name determined by the Asiatel (the “Resulting Issuer”). Unless otherwise stated, all dollar references in this Agreement are to Canadian dollars.

SIGNED BY the Subscriber this

day of

Subscriber’s Particulars

(Name of Subscriber - please print)

[ click here to sign ]

(Signature of Subscriber or its Authorized Representative)

(Print name and official capacity or title of signatory if Subscriber is not an individual)

(Subscriber’s Residential Address, including postal code)

(Telephone Number, including area code)

(E-mail Address)

Number of Subscription Receipts:

Purchase Price: $

Disclosed Beneficial Purchaser Information: If the Subscriber is signing as trustee or agent for a beneficial purchaser and is not deemed to be purchasing as principal pursuant to NI 45-106 (as defined herein) by virtue of being either: (i) a trust company or trust corporation acting on behalf of a fully managed account managed by the trust company or trust corporation; or (ii) a person acting on behalf of a fully managed account managed by it, and in each case satisfying the criteria set forth in NI 45-106 or Section 73.3 of the Securities Act (Ontario), complete the following and ensure that the applicable Schedules are completed in respect of such beneficial purchaser (“Disclosed Beneficial Purchaser”):

Name of Disclosed Beneficial Purchaser

Disclosed Beneficial Purchaser’s Address

(Telephone Number)

(E-mail Address)

Register the Subscription Receipts as set forth below:

Name:

Account reference, if applicable:

Address:

Issue share certificate

or DRS

(as defined herein) for the Shares? [Choose one]

Deliver the Subscription Receipts as set forth below:

Name:

Address:

Email Address:

A-1

SCHEDULE "A"

CANADIAN EXEMPTION CERTIFICATION

In connection with the purchase by the undersigned Subscriber of Subscription Receipts (the “Securities”) of New Media Capital 2.0 Inc. (the “Issuer”), the Subscriber, on its own behalf and on behalf of each of the disclosed beneficial purchasers or other beneficial purchasers for whom the Subscriber is acting, hereby represents, warrants and certifies to the Issuer that the Subscriber meets one of the criteria listed below and has initialled beside the applicable criteria in the space provided.

Dated:

day of

Print name of Subscriber

[ click here to sign ]

Signature

PLEASE PLACE YOUR INITIALS NEXT TO AT LEAST ONE OF THE CRITERIA LISTED IN SECTIONS A, B, OR C BELOW.

SECTION B. Family, Friends and Business Associates

If the Subscriber is purchasing the Securities pursuant to Section 2.5 of National Instrument 45-106 (Family, Friends and Business Associates Exemption), then the Subscriber hereby certifies to the Issuer that the Subscriber is [initial where applicable]:

(a)

a director, executive officer or control person of the Issuer or of an affiliate of the Issuer;

(b)

a spouse, parent, grandparent, brother, sister, child or grandchild of a director, executive officer or control person of the Issuer or of an affiliate of the Issuer;

(c)

parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executive officer or control person of the Issuer or of an affiliate of the Issuer;

(d)

a close personal friend of a director, executive officer or control person of the Issuer or of an affiliate of the Issuer;

(e)

a close business associate of a director, executive officer or control person of the Issuer or of an affiliate of the Issuer;

(f)

a founder of the Issuer or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend or close business associate of a founder of the Issuer;

(g)

a parent, grandparent, brother, sister, child or grandchild of the spouse of a founder of the Issuer;

(h)

a person or company of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons or companies described in paragraphs (a) to (g); or

(i)

a trust or estate of which all the beneficiaries or a majority of the trustees are persons or companies described in paragraphs (a) to (g).

and no commission or finder’s fee may be paid to any director, officer, founder or control person of the Issuer or an affiliate of the Issuer in connection with its purchase of the Securities.

Describe relationship indicated above (including the name and title of the individual related to the Issuer):

I have known that person for

years.

SECTION 5 TO BE COMPLETED BY PERSON WHO CLAIMS THE CLOSE PERSONAL RELATIONSHIP, IF APPLICABLE

5. Contact person at the issuer or an affiliate of the issuer

[Instruction: To be completed by the director, executive officer, control person or founder with whom the purchaser has a close personal relationship indicated under sections 3B, C or D of this form.]

By signing this form, you confirm that you have, or your spouse has, the following relationship with the purchaser: [check the box that applies]

family relationship as set out in section 3B of this form

close personal friendship as set out in section 3C of this form

close business associate relationship as set out in section 3D of this form

First and last name of contact person [please print]:

Position with the issuer or affiliate of the issuer (director, executive officer, control person or founder):

Telephone:

Email:

Signature:

[ click here to sign ]

Date:

ACCEPTANCE:

The Issuer hereby accepts the subscription as set forth above on the terms and conditions contained in this Agreement (including all applicable schedules and exhibits).

DATED this

day of

NEW MEDIA CAPITAL 2.0 INC.

Per:

[ click here to sign ]

Authorized Signatory

Asiatel Outsourcing Ltd. hereby acknowledges receipt of the Purchase Price as set forth above on the terms and conditions contained in this Agreement (including all applicable schedules and exhibits).

DATED this

day of

ASIATEL OUTSOURCING LTD.

Per:

[ click here to sign ]

Authorized Signatory

WIRE TRANSFER INSTRUCTIONS OF ASIATEL
OUTSOURCING LTD.

Bank Name: CIBC Bank USA

Bank Address: 120 South LaSalle Street

Chicago, IL 60603, USA

ABA: 071006486

SWIFT Code: PVTBUS44

Favor of (“F/O”): Asiatel Outsourcing Ltd.

Account (“A/C”): 2052105

You may transfer the Purchase Price amount in Canadian Dollars on in its equivalent value in US Dollars, based on the current exchange rate available through an online search. The Company will cover any exchange rate differences and credit the Purchase Price in Canadian Dollars as specified in Sheet 2 above.