Common use of Acceptance or Rejection of Subscription Clause in Contracts

Acceptance or Rejection of Subscription. The Partnership and the Agent may, in their absolute discretion, accept or reject the Subscriber's subscription for Units as set forth in this Subscription Agreement, in whole or in part, and the Partnership and the Agent reserve the right to allot to the Subscriber less than the amount of Units subscribed for under this Subscription Agreement. Notwithstanding the foregoing, the Subscriber acknowledges and agrees that the acceptance of this Subscription Agreement will be conditional upon among other things, the sale of the Units to the Subscriber being exempt from any prospectus requirements of applicable securities laws. The Aggregate Subscription Amount will not be releasable to the Partnership until midnight on the 2nd business day after the Subscriber has signed the Subscription Agreement. Upon acceptance of this Subscription Agreement by the Partnership at Closing, all funds paid to the Agent will be paid to the Partnership without any further action or consent required by the Subscriber. The Partnership will be deemed to have accepted this Subscription Agreement upon the delivery at Closing of the certificates representing the Units to the Subscriber or upon the direction of the Subscriber in accordance with the provisions hereof. If this Subscription Agreement is rejected in whole, any certified cheque(s) or bank draft(s) delivered by the Subscriber to the Agent on account of the Aggregate Subscription Amount for the Units subscribed for will be promptly returned to the Subscriber without interest. If this Subscription Agreement is accepted only in part, a cheque representing the amount by which the payment delivered by the Subscriber to the Agent exceeds the subscription price of the number of Units sold to the Subscriber pursuant to a partial acceptance of this Subscription Agreement will be promptly delivered to the Subscriber without interest.

Acceptance or Rejection of Subscription. The Partnership Pursuant to the terms of this Agreement, the Company is proposing to offer and sell the Agent maySecurities up to a maximum principal amount of Five Million Dollars ($5,000,000), which amount may be increased or decreased in the Company’s sole discretion, to accredited investors at a price per Share of Two Dollars ($2.00), subject to the Subscriber agreeing to representations and warranties set forth herein and approval by the Company, in their absolute its sole discretion (the “Investment”). The minimum Investment that the Company will accept is for Twenty-Five Thousand Dollars ($25,000); provided, however that the Company shall have the right, in its sole discretion, to accept or reject an Investment that is less than Twenty-Five Thousand Dollars ($25,000). There is no minimum amount of Shares that must be sold and there will be no escrow of subscriptions; therefore, the Subscriber's funds from the Investment may be used by the Company immediately. This subscription for Units as set forth in this Subscription Agreementthe Securities is irrevocable and may not be withdrawn by the Subscriber (unless afforded such right by law), but may be rejected in whole or in partpart by the Company for any or no reason in the Company’s sole and absolute discretion. The Company shall notify the Subscriber within five (5) days following the date on which this subscription is accepted or rejected. If the Subscriber’s subscription is accepted, the Company shall notify Subscriber and the Partnership and the Agent reserve the right to allot Subscriber shall wire to the Subscriber less than Company immediately available funds in an amount equal to the amount reflected on the signature page of Units subscribed for under this Subscription AgreementAgreement within two (2) business days from receipt of notice of acceptance. Notwithstanding the foregoingFurther, the Subscriber acknowledges and agrees that the upon acceptance of this Subscription Agreement will be conditional upon among other things, the sale of the Units to the Subscriber being exempt from any prospectus requirements of applicable securities laws. The Aggregate Subscription Amount will not be releasable to the Partnership until midnight on the 2nd business day after the Subscriber has signed the Subscription Agreement. Upon acceptance of this Subscription Agreement by the Partnership at Closing, all funds paid to the Agent will be paid to the Partnership without any further action or consent required by the Subscriber. The Partnership will ’s subscription, this Agreement shall be deemed to have accepted this Subscription Agreement upon been executed and delivered to the delivery at Closing Company and will become a binding contract between Subscriber and the Company shall revise its books and record to evidence ownership of the certificates representing applicable number of Shares, unless a stock certificate is otherwise provided to evidence the Units to the Subscriber or upon the direction Subscriber’s ownership of the Subscriber in accordance with the provisions hereofShares. If this Subscription Agreement subscription is rejected in wholerejected, any certified cheque(s) or bank draft(s) delivered by neither the Subscriber to nor the Agent on account of the Aggregate Subscription Amount for the Units subscribed for Company will be promptly returned to the Subscriber without interest. If have any obligations under this Subscription Agreement is accepted only in part, a cheque representing the amount by which the payment delivered by the Subscriber to the Agent exceeds the subscription price of the number of Units sold to the Subscriber pursuant to a partial acceptance of this Subscription Agreement will be promptly delivered to the Subscriber without interestAgreement.