Common use of Acceptance or Rejection Clause in Contracts

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires prior to any closings taking place under such Tranche (provided, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “"Transaction Documents”"), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units Shares by the Subscriber; or (iii) a Tranche expires failure to effectuate the Initial Closing on or prior to any closings taking place under such Tranche June 24, 2011 (provided, that, unless extended in the Company may in its sole discretion continue of the offering and include any subsequent Subscribers in a subsequent Tranche, subject to Board of Directors) (the maximum amount of $4,000,000 in Units offered“Initial Closing Date”) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to the escrow agent, to ensure that the Aggregate Purchase Price held in accordance with the Escrow Agreement shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units Shares and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units Shares in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units Shares by the Company; or (ii) the election not to purchase the Units Shares by the Subscriber; or (iii) a Tranche expires prior to any closings taking place under such Tranche (provided, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, steps to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “"Transaction Documents”"), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units Shares by the Subscriber; or (iii) a Tranche expires failure to effectuate the Initial Closing on or prior to any closings taking place under such Tranche August 31, 2011 (provided, that, unless extended in the Company may in its sole discretion continue of the offering and include any subsequent Subscribers in a subsequent Tranche, subject to Board of Directors) (the maximum amount of $4,000,000 in Units offered“Initial Closing Date”) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to the escrow agent, to ensure that the Aggregate Purchase Price held in accordance with the Escrow Agreement shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units Shares and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units Shares in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units Shares by the Company; or (ii) the election not to purchase the Units Shares by the Subscriber; or (iii) a Tranche expires prior to any closings taking place under such Tranche (provided, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, steps to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units Securities pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units Securities and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units Securities in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires prior to any closings taking place under such Tranche (provided, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) for any reason or no reasonreason (including, without limitation, because the Company has terminated the Offering, which the Company may do at any time in its discretion), this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “"Transaction Documents”"), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the ClosingClosing (as defined below), the Subscriber may, on or prior to the Closing (as defined below)Closing, at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires failure to effectuate the Initial Closing (as defined below) on or prior to any closings taking place under such Tranche April 15, 2013 (provided, that, unless extended in the Company may in its sole discretion continue of the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount Board of $4,000,000 in Units offeredDirectors) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to the escrow agent, to ensure that the Aggregate Purchase Price held in accordance with the Escrow Agreement shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires failure to effectuate an initial closing on or prior to any closings taking place under such Tranche to, 2018 (provided, that, unless extended in the Company may in its sole discretion continue of the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offeredCompany) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units Shares and provide instructions to the Company escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units Shares in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units Shares by the Company; or (ii) the election not to purchase the Units Shares by the Subscriber; or (iii) a Tranche expires prior failure to any closings taking place under such Tranche complete an Initial Closing on or before May 1, 2012 (providedunless extended in the discretion of the Board of Directors to July 2, that2012, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to the escrow agent, to ensure that the Aggregate Purchase Price held in accordance with the Escrow Agreement shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject (a) Payment has been made simultaneously herewith by either (i) wire transfer pursuant to full, faithful and punctual performance and discharge instructions previously delivered to the undersigned or (ii) by check payable to Sentra Consulting Corp. in full payment of the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription Purchased Shares subscribed for (collectively, the “Transaction DocumentsSubscription Payment”), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing . (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. b) The Subscriber undersigned understands and agrees that the Company reserves the right to reject this subscription for Units the Purchased Shares if, in whole or part its reasonable judgment, it deems such action in any order the best interest of the Company, at any time prior to the Closing for any reason or for no reason(as defined herein), notwithstanding the Subscriber’s prior receipt by the undersigned of notice of acceptance of the Subscriberundersigned's subscription. If the Company accepts a portion of the undersigned’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires prior to any closings taking place under such Tranche (provided, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) for any reason will return or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, to ensure that the Aggregate Purchase Price shall promptly be returned or caused cause to be returned to the Subscriber undersigned the purchase price remitted to the Company by the undersigned for the portion of the subscription rejected, without interest thereon or deduction therefrom, in exchange for the Purchased Shares. (c) The undersigned acknowledges that the Company may terminate this Offering at any time. (d) In the event the sale of the Purchased Shares subscribed for by the undersigned is not consummated by the Company for any reason (in which event this Subscription Agreement shall be deemed to be rejected), this Subscription Agreement and any other agreement entered into between the undersigned and the Company relating to this subscription shall thereafter have no force or effect and the Company shall promptly return or cause to be returned to the undersigned the purchase price remitted to the Company by the undersigned, without interest thereon or deduction therefrom, in exchange for the Purchased Shares.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “"Transaction Documents”"), the Subscriber shall be legally bound to purchase the Units Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the ClosingClosing (as defined below), the Subscriber may, on or prior to the Closing (as defined below)Closing, at its sole and absolute discretion, elect not to purchase the Units Shares and provide instructions to the Company escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units Shares in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units Shares by the Company; or (ii) the election not to purchase the Units Shares by the Subscriber; or (iii) a Tranche expires failure to effectuate the Initial Closing (as defined below) on or prior to any closings taking place under such Tranche March 31, 2014 (provided, that, unless extended in the Company may in its sole discretion continue of the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount Board of $4,000,000 in Units offeredDirectors) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to the escrow agent, to ensure that the Aggregate Purchase Price held in accordance with the Escrow Agreement shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “"Transaction Documents”"), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires failure to effectuate an initial closing on or prior to any closings taking place under such Tranche December 31, 2012 (provided, that, unless extended in the Company may in its sole discretion continue of the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount Board of $4,000,000 in Units offeredDirectors) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to the escrow agent, to ensure that the Aggregate Purchase Price held in accordance with the Escrow Agreement shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “"Transaction Documents”"), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the ClosingClosing (as defined below), the Subscriber may, on or prior to the Closing (as defined below)Closing, at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires failure to effectuate the Initial Closing (as defined below) on or prior to any closings taking place under such Tranche January 31, 2013 (provided, that, unless extended in the Company may in its sole discretion continue of the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount Board of $4,000,000 in Units offeredDirectors) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to the escrow agent, to ensure that the Aggregate Purchase Price held in accordance with the Escrow Agreement shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units Shares and provide instructions to the Company escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units Shares in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units Shares by the Company; or (ii) the election not to purchase the Units Shares by the Subscriber; or (iii) a Tranche expires prior to any closings taking place under such Tranche (provided, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to the escrow agent, to ensure that the Aggregate Purchase Price held in accordance with the Escrow Agreement shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units Shares and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units Shares in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units Shares by the Company; or (ii) the election not to purchase the Units Shares by the Subscriber; or (iii) a Tranche expires failure to effectuate an initial closing on or prior to any closings taking place under such Tranche March 1, 2019 (providedunless extended in the discretion of the Company) (which, thatfor the avoidance of doubt, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offeredhas occurred) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company Coin Outlet of all of its duties, obligations and responsibilities as set forth in this Agreement Agreement, the Warrant and any other agreement entered into between the Subscriber and the Company Coin Outlet relating to this subscription (collectively, the “"Transaction Documents”"), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company Coin Outlet to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the ClosingClosing (as defined below), the Subscriber may, on or prior to the Closing (as defined below)Closing, at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company Coin Outlet to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company Coin Outlet reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; Coin Outlet or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires prior to any closings taking place under such Tranche (provided, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) Subscriber for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to Coin Outlet, to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires failure to effectuate an initial closing on or prior to any closings taking place under such Tranche April 11, 2017 (provided, that, unless extended in the Company may in its sole discretion continue of the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount Board of $4,000,000 in Units offeredDirectors) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, steps to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units Shares and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units Shares in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units Shares by the Company; or (ii) the election not to purchase the Units Shares by the Subscriber; or (iii) a Tranche expires failure to effectuate an initial closing on or prior to any closings taking place under such Tranche __________________, 2018 (provided, that, unless extended in the Company may in its sole discretion continue of the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offeredCompany) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units Note pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units Note and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units the Note in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units Shares by the Company; or (ii) the election not to purchase the Units Shares by the Subscriber; or (iii) a Tranche expires failure to effectuate an initial closing on or prior to any closings taking place under such Tranche November 30, 2013 (provided, that, unless extended in the Company may in its sole discretion continue of the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offeredCompany) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company Sonic Foundry of all of its duties, obligations and responsibilities as set forth in this Agreement Agreement, the Warrant and any other agreement entered into between the Subscriber and the Company Sonic Foundry relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company Sonic Foundry to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the ClosingClosing (as defined below), the Subscriber may, on or prior to the Closing (as defined below)Closing, at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company Sonic Foundry to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company Sonic Foundry reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; Sonic Foundry or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires prior to any closings taking place under such Tranche (provided, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) Subscriber for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to Sonic Foundry, to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement Agreement, the Series C Certificate of Designation and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the ClosingClosing (as defined below), the Subscriber may, on or prior to the Closing (as defined below)Closing, at its sole and absolute discretion, elect not to purchase the Units Shares and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units Shares in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units Shares by the Company; or (ii) the election not to purchase the Units Shares by the Subscriber; or (iii) a Tranche expires prior to any closings taking place under such Tranche (provided, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, steps to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units Shares and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units Shares in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units Shares by the Company; or (ii) the election not to purchase the Units Shares by the Subscriber; or (iii) a Tranche expires failure to effectuate an initial closing on or prior to any closings taking place under such Tranche August 17, 2018 (provided, that, unless extended in the Company may in its sole discretion continue of the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offeredCompany) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires prior to any closings taking place under such Tranche (provided, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) for any reason or no reasonreason (including, without limitation, because the Company has terminated the Offering, which the Company may do at any time in its discretion), this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful (a) The undersigned and punctual performance the Placement Agent understand and discharge agree that this subscription shall be revocable by the Company undersigned up until five (5) days after a Draft Form 8-K (as defined in Section 5.1 hereof) is prepared and sent to the undersigned (at the address set forth on the signature page of all of its duties, obligations this Agreement) in accordance with the terms and responsibilities as conditions set forth in this Agreement and any other agreement entered into between Section 4 hereof (the Subscriber "Revocation Period"). Provided that the undersigned shall not have, within the Revocation Period, delivered a written notice via facsimile to Greenberg Traurig, LLP, counsel to Pubco (Attention: Spencer G. Feld▇▇▇) ▇▇ (2▇▇) ▇▇▇-6400, electing to withdraw his subs▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇gatio▇ ▇▇ ▇▇▇ ▇▇▇▇▇signed to purchase the Units shall become irrevocable, and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber undersigned shall be legally bound to purchase the Units pursuant subject to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing . (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. b) The Subscriber undersigned understands and agrees that Pubco and the Company reserves Placement Agent reserve the right to reject this subscription for the Units in whole or part in any order at any time prior to the Initial Closing for any reason or for no reasonif, in their reasonable judgment, they deem such action in the best interest of Pubco, notwithstanding the Subscriber’s undersigned's prior receipt of notice of acceptance of the Subscriber’s undersigned's subscription. . (c) In the event of the Closing does not take place because revocation of (i) the rejection of this subscription for Units by the Company; undersigned in accordance with Section 2.1(a), rejection by Pubco or (ii) the election not to purchase Placement Agent in accordance with Section 2.1(b), or the sale of the Units is not consummated by the Subscriber; or (iii) a Tranche expires prior to any closings taking place under such Tranche (provided, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) Placement Agent for any reason or no reason, this Agreement and any other Transaction Documents agreement entered into between the undersigned and the Placement Agent relating to this subscription shall thereafter be terminated and have no force or effect, and the parties shall take all steps, to ensure that the Aggregate Purchase Price Placement Agent shall promptly be returned return or caused cause to be returned to the Subscriber undersigned the purchase price remitted to the Escrow Agent, without interest thereon or deduction therefrom. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event that the Private Placement is terminated, the Placement Agent shall promptly return or cause to be returned to the undersigned the purchase price remitted to the Escrow Agent, without interest thereon or deduction therefrom. For the avoidance of doubt, Pubco shall not permit the Private Placement to be consummated unless the Merger has been or is simultaneously being consummated.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “"Transaction Documents”"), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires failure to effectuate an initial closing on or prior to any closings taking place under such Tranche May 15, 2017 (provided, that, unless extended in the Company may in its sole discretion continue of the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount Board of $4,000,000 in Units offeredDirectors) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, steps to ensure that the Aggregate Purchase Price held in accordance with the Escrow Agreement shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction "Deal Documents”"), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Deal Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase PriceDeposit. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires failure to effectuate the Closing on or prior to any closings taking place under such Tranche March 4, 2011 (provided, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered“Final Closing Date”) for any reason or no reason, unless waived by the Subscriber, this Agreement and any other Transaction Deal Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to the escrow agent, to ensure that the Aggregate Purchase Price Deposit held in accordance with the Escrow Agreement shall promptly be returned or caused cause to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires prior to any closings taking place under such Tranche (provided, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires failure to effectuate an initial closing on or prior to any closings taking place under such Tranche April 30, 2019 (provided, that, unless extended in the Company may in its sole discretion continue of the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offeredCompany) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful (a) The Subscriber understands and punctual performance and discharge by acknowledges that (i) the Company of all of its dutieshas the unconditional right, obligations and responsibilities as set forth exercisable in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect to accept or reject this Agreement, in whole or in part, (ii) subscriptions need not be accepted in the order received, (iii) all subscriptions are subject to purchase prior sale, withdrawal, modification or cancellation of the Units Offering of the Shares by the Company, (iv) no subscription shall be valid unless and provide until accepted by the Company, (v) this Agreement shall be deemed to be accepted by the Company only when it is signed by an authorized officer of the Company on behalf of the Company, and (vi) notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue the Shares to any person to whom the issuance of the Shares would constitute a violation of the Securities Act of 1933 (the "Securities Act") or any state securities laws. At Closing, the Company will issue written instructions to the Company's transfer agent, American Stock Transfer and Trust Co., to issue and deliver certificates representing the Shares purchased by the Subscriber to the Subscriber promptly after the Closing at the address indicated on the signature page hereof. This subscription is subject to allotment before or after acceptance, provided that the Subscriber will not be allocated less than one Share (subject to the right of the Company to receive sell partial Shares to one or more consenting investors who are otherwise qualified). If subscription for Shares is oversubscribed, the full and immediate refund Company will determine which subscriptions shall be accepted. (b) In the event of rejection of this subscription, or if the sale of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing Shares is not consummated for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the (in which event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not this Agreement shall be deemed to purchase the Units by the Subscriber; or (iii) a Tranche expires prior to any closings taking place under such Tranche (provided, thatbe rejected), the Company may shall promptly thereupon cause the return of the amount, if any, received by the Company as set forth in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject Section 1.2 to the maximum amount of $4,000,000 in Units offered) for any reason or no reason, Subscriber and this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the ClosingClosing (as defined below), the Subscriber may, on or prior to the Closing (as defined below)Closing, at its sole and absolute discretion, elect not to purchase the Units Shares and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units Shares in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units Shares by the Company; or (ii) the election not to purchase the Units Shares by the Subscriber; or (iii) a Tranche expires prior to any closings taking place under such Tranche (provided, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, steps to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units Shares and provide instructions to the Company escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units Shares in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units Shares by the Company; or (ii) the election not to purchase the Units Shares by the Subscriber; or (iii) a Tranche expires failure to complete the Minimum Offering on or prior to any closings taking place under such Tranche January 31, 2012 (providedunless extended in the discretion of the Board of Directors to March 1, that2012, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to the escrow agent, to ensure that the Aggregate Purchase Price held in accordance with the Escrow Agreement shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject (a) The Subscriber understands and agrees that the Company reserves the right to fullaccept or reject at its sole discretion this Subscription Agreement. The Company reserves the right to accept the subscription in part and refund any balance of the Purchase Price for any unaccepted portion of the subscription. At any time prior to the Closing the Company may reject or terminate the subscription notwithstanding delivery of notice of acceptance of the subscription. The Company also reserves the right exercisable at any time and at its sole discretion to return the Purchase Price and cancel the issuance of the Shares if the Company determines that issuance of the Shares would cause any actual or potential violation of any U.S. laws, faithful rules or regulations or the rules of any stock market, securities exchange or securities quotation system. (b) The Subscriber understands and punctual performance and discharge agrees that its subscription under this Agreement for the Shares is irrevocable. (c) In the event the sale of the Shares subscribed by the Subscriber is not consummated by the Company of all of its dutiesfor any reason (in which event this Subscription Agreement shall be deemed to be rejected), obligations and responsibilities as set forth in this Subscription Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires prior to any closings taking place under such Tranche (provided, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, effect and the parties shall take all steps, to ensure that the Aggregate Purchase Price Company shall promptly be returned return or caused cause to be returned to the Subscriber the Purchase Price remitted to the Company by the Subscriber, without interest thereon or deduction therefromtherefrom (except for third party banking and wire transfer fees), in exchange for the Shares.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “Transaction Documents”), the Subscriber shall be legally bound to purchase the Units Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units Shares and provide instructions to the Company escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units Shares in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units Shares by the Company; or (ii) the election not to purchase the Units Shares by the Subscriber; or (iii) a Tranche expires prior failure to any closings taking place under such Tranche complete an Initial Closing on or before July 2, 2012 (providedunless extended in the discretion of the Board of Directors, that, the Company may in its sole discretion continue the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount of $4,000,000 in Units offered) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to the escrow agent, to ensure that the Aggregate Purchase Price held in accordance with the Escrow Agreement shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “"Transaction Documents”"), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing, the Subscriber may, on or prior to the Closing (as defined below), at its sole and absolute discretion, elect not to purchase the Units and provide instructions to the Company escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) a Tranche expires failure to effectuate an initial closing on or prior to any closings taking place under such Tranche November 16, 2018 (provided, that, unless extended in the Company may in its sole discretion continue of the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount Board of $4,000,000 in Units offeredDirectors) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, steps to ensure that the Aggregate Purchase Price submitted to the Company’s bank account as specified in Exhibit C herein shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the “"Transaction Documents”"), the Subscriber shall be legally bound to purchase the Units Shares (or Preferred Shares, as the case may be) pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the ClosingClosing (as defined below), the Subscriber may, on or prior to the Closing (as defined below)Closing, at its sole and absolute discretion, elect not to purchase the Units Shares (or Preferred Shares) and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units Shares (or Preferred Shares) in whole or part in any order at any time prior to the Closing for any reason or for no reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units Shares (or Preferred Shares) by the Company; or (ii) the election not to purchase the Units Shares (or Preferred Shares) by the Subscriber; or (iii) a Tranche expires failure to effectuate the Initial Closing (as defined below) on or prior to any closings taking place under such Tranche December 31, 2013 (provided, that, unless extended in the Company may in its sole discretion continue of the offering and include any subsequent Subscribers in a subsequent Tranche, subject to the maximum amount Board of $4,000,000 in Units offeredDirectors) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to the Company, to ensure that the Aggregate Purchase Price shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.