Common use of Acceptance or Rejection Clause in Contracts

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser and the Offeror relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser understands and agrees that the Offeror 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 Purchaser’s prior receipt of notice of acceptance of the Purchaser’s subscription. In the event the Closing does not take place for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror 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 Purchaser without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for any reason Shares by the Company; or no reason (including, without limitation, because ii) the Offeror has terminated election not to purchase the Offering, which Shares by the Offeror may do at any time in its discretion)Subscriber, 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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror Company to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’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 (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror Company to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’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 $2,000,000 in Units offered) for any reason or no reason (including, without limitation, because the Offeror Company has terminated the Offering, which the Offeror 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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for any reason Shares by the Company; or no reason (including, without limitation, because ii) the Offeror has terminated election not to purchase the Offering, which Shares by the Offeror may do at any time in its discretion)Subscriber, 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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge The Company's acceptance of the ----------------------- Purchaser's subscription shall be evidenced by the Offeror Company's execution and delivery of all a duplicate original or a copy of this Subscription Agreement to the Purchaser. (a) The Purchaser understands and agrees that the Company reserves the right to reject this subscription for the Common Stock in whole or in part, at any time prior to the applicable Closing (as defined in Section 2.2 hereof), notwithstanding prior receipt by the Purchaser of notice of acceptance of the Purchaser's subscription. (b) In the event a subscription is accepted in part, the applicable portion of the Aggregate Purchase Price shall be retained by the Company in payment of the shares of Common Stock to be sold to the Purchaser and the balance shall be returned promptly to the Purchaser, without interest thereon. (c) The Purchaser understands and agrees that this offer to purchase is and shall be irrevocable, but its dutiesobligations hereunder will terminate if this offer is rejected by the Company, obligations and responsibilities as set forth pursuant to the terms herein. (d) In the event of rejection of this subscription, or in the event the sale of the Common Stock subscribed for by the Purchaser 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 Purchaser and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser understands and agrees that the Offeror 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 Purchaser’s prior receipt of notice of acceptance of the Purchaser’s subscription. In the event the Closing does not take place for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror 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, 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 Purchaser the Aggregate Purchase Price remitted to the Company by the Purchaser, without interest thereon or deduction therefrom. (e) Pending acceptance or rejection of this subscription at a Closing, the Aggregate Purchase Price shall be held in escrow by American Stock Transfer & Trust Company (the "Escrow Agent") pursuant to an escrow agreement among the Company, the Placement Agent and the Escrow Agent.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror Company to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’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) failure to effectuate an initial closing on or prior to April 30, 2019 (unless extended in the discretion of the Company) for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge The Company's acceptance of the ----------------------- Purchaser's subscription shall be evidenced by the Offeror Company's execution and delivery of all a duplicate original or a copy of this Subscription Agreement to the Purchaser. (a) The Purchaser understands and agrees that the Company reserves the right to reject this subscription for the Preferred Stock in whole or in part, at any time prior to the applicable Closing (as defined in Section 2.2 hereof), notwithstanding prior receipt by the Purchaser of notice of acceptance of the Purchaser's subscription. (b) In the event a subscription is accepted in part, the applicable portion of the Aggregate Purchase Price shall be retained by the Company in payment of the shares of Preferred Stock to be sold to the Purchaser and the balance shall be returned promptly to the Purchaser, without interest thereon. (c) The Purchaser understands and agrees that this offer to purchase is and shall be irrevocable, but its dutiesobligations hereunder will terminate if this offer is rejected by the Company, obligations and responsibilities as set forth pursuant to the terms herein. (d) In the event of rejection of this subscription, or in the event the sale of the Preferred Stock subscribed for by the Purchaser 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 Purchaser and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser understands and agrees that the Offeror 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 Purchaser’s prior receipt of notice of acceptance of the Purchaser’s subscription. In the event the Closing does not take place for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror 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, 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 Purchaser the Aggregate Purchase Price remitted to the Company by the Purchaser, without interest thereon or deduction therefrom. (e) Pending acceptance or rejection of this subscription at a Closing, the Aggregate Purchase Price shall be held in escrow by Resource Trust Bank, Minneapolis, Minnesota (the "Escrow Agent") pursuant to an escrow agreement among the Company, the Placement Agent and the Escrow Agent.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror 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 Purchaser Subscriber and the Offeror Coin Outlet relating to this subscription (collectively, the “"Transaction Documents”"), the Purchaser 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 Offeror 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 Purchaser 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 Offeror Coin Outlet to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by Coin Outlet or (ii) the election not to purchase the Units by the Subscriber for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser 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 fullinstructions previously delivered to the undersigned or (ii) by check payable to Sentra Consulting Corp. in full payment of the Purchased Shares subscribed for (the “Subscription Payment”). (b) The undersigned understands and agrees that the Company reserves the right to reject this subscription for the Purchased Shares if, faithful and punctual performance and discharge in its reasonable judgment, it deems such action in the best interest of the Company, at any time prior to the Closing (as defined herein), notwithstanding prior receipt by the Offeror undersigned of all notice of its dutiesacceptance of the undersigned's subscription. If the Company accepts a portion of the undersigned’s subscription, obligations and responsibilities as set forth the Company will return or cause to be returned to the 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 Purchaser undersigned and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser understands and agrees that the Offeror 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 Purchaser’s prior receipt of notice of acceptance of the Purchaser’s subscription. In the event the Closing does not take place for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror 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, 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 Purchaser 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 Offeror 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 Purchaser Subscriber and the Offeror Sonic Foundry relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror Sonic Foundry to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by Sonic Foundry or (ii) the election not to purchase the Units by the Subscriber for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror Company to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Shares by the Company; or (ii) the election not to purchase the Shares by the Subscriber; or (iii) failure to effectuate an initial closing on or prior to November 30, 2013 (unless extended in the discretion of the Company) for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Shares by the Company; or (ii) the election not to purchase the Shares by the Subscriber; or (iii) failure to complete an Initial Closing on or before July 2, 2012 (unless extended in the discretion of the Board of Directors, for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror Company to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place for any reason or no reason (including, without limitation, because the Offeror Company has terminated the Offering, which the Offeror 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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “"Transaction Documents”"), the Purchaser 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 Offeror 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 Purchaser 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 Offeror escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’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) failure to effectuate an initial closing on or prior to November 16, 2018 (unless extended in the discretion of the Board of Directors) for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror 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 Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for any reason Shares by the Company; or no reason (including, without limitation, because ii) the Offeror has terminated election not to purchase the Offering, which Shares by the Offeror may do at any time in its discretion)Subscriber, 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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror Company to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Shares by the Company; or (ii) the election not to purchase the Shares by the Subscriber; or (iii) failure to effectuate an initial closing on or prior to March 1, 2019 (unless extended in the discretion of the Company) (which, for the avoidance of doubt, has occurred) for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “"Transaction Documents”"), the Purchaser 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 Offeror 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 Purchaser 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 Offeror to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Shares by the Company; or (ii) the election not to purchase the Shares by the Subscriber; or (iii) failure to effectuate an initial closing on or prior to July 31, 2015 (unless extended in the discretion of the Board of Directors) for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’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) failure to effectuate an initial closing on or prior to April 11, 2017 (unless extended in the discretion of the Board of Directors) for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “"Transaction Documents”"), the Purchaser 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 Offeror 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 Purchaser 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 Offeror escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’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) failure to effectuate the Initial Closing (as defined below) on or prior to January 31, 2013 (unless extended in the discretion of the Board of Directors) for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full(a) The Subscriber understands and acknowledges that (i) the Company has the unconditional right, faithful and punctual performance and discharge by the Offeror of all of its duties, obligations and responsibilities as set forth exercisable in this Agreement and any other agreement entered into between the Purchaser and the Offeror relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror Company's transfer agent, American Stock Transfer and Trust Co., to receive issue and deliver certificates representing the full and immediate refund 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 Aggregate Purchase PriceCompany to sell partial Shares to one or more consenting investors who are otherwise qualified). The Purchaser understands and agrees that the Offeror reserves the right to reject this If subscription for Units in whole Shares is oversubscribed, the Company will determine which subscriptions shall be accepted. (b) In the event of rejection of this subscription, or part in any order at any time prior to if the Closing sale of the Shares is not consummated for any reason or for no reason(in which event this Agreement shall be deemed to be rejected), notwithstanding the Purchaser’s prior receipt of notice of acceptance Company shall promptly thereupon cause the return of the Purchaser’s subscription. In amount, if any, received by the event Company as set forth in Section 1.2 to the Closing does not take place for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion), 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 Purchaser without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror Company to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’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) failure to effectuate an initial closing on or prior to, 2018 (unless extended in the discretion of the Company) for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for any reason Shares by the Company; or no reason (including, without limitation, because ii) the Offeror has terminated election not to purchase the Offering, which Shares by the Offeror may do at any time in its discretion)Subscriber, 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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for any reason Shares by the Company; or no reason (including, without limitation, because ii) the Offeror has terminated election not to purchase the Offering, which Shares by the Offeror may do at any time in its discretion)Subscriber, 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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “"Transaction Documents”"), the Purchaser 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 Offeror 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 Purchaser 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 Offeror escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Shares by the Company; or (ii) the election not to purchase the Shares by the Subscriber; or (iii) failure to effectuate the Initial Closing (as defined below) on or prior to March 31, 2014 (unless extended in the discretion of the Board of Directors) for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “"Transaction Documents”"), the Purchaser 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 Offeror 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 Purchaser 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 Offeror escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’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) failure to effectuate an initial closing on or prior to December 31, 2012 (unless extended in the discretion of the Board of Directors) for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror Company to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Shares by the Company; or (ii) the election not to purchase the Shares by the Subscriber; or (iii) failure to effectuate an initial closing on or prior to August 17, 2018 (unless extended in the discretion of the Company) for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “"Transaction Documents”"), the Purchaser 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 Offeror 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 Purchaser 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 Offeror escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’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) failure to effectuate the Initial Closing (as defined below) on or prior to April 15, 2013 (unless extended in the discretion of the Board of Directors) for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Shares by the Company; or (ii) the election not to purchase the Shares by the Subscriber; or (iii) failure to complete an Initial Closing on or before May 1, 2012 (unless extended in the discretion of the Board of Directors to July 2, 2012, for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser 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 Offeror undersigned up until three (3) days after a Draft Form 8-K 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 Section 5 hereof (the "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 (to the attention of Spencxx X. Xxxdmxx) xx (212) 801-6400 and any other agreement entered into between to the Purchaser Placement Agent (xx xxx xxxxxxxxx of Kaxx Xxxxxx) xx (212) 702-9830, electing to withdraw his subscriptxxx, xxx xbligaxxxx xx xxx xxdersigned to purchase the Units shall become irrevocable, and the Offeror relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror to receive the full and immediate refund of the Aggregate Purchase Price. b) The Purchaser undersigned understands and agrees that Pubco and the Offeror 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 Closing for any reason or for no reasonclosing (the "Closing") of the purchase and sale of the Units if, in their reasonable judgment, they deem such action to be in the best interest of Pubco, notwithstanding the Purchaser’s undersigned's prior receipt of notice of acceptance of the Purchaser’s undersigned's subscription. . (c) In the event of the Closing does revocation of this subscription by the undersigned in accordance with Section 2.1(a), rejection by Pubco or the Placement Agent in accordance with Section 2.1(b), or the sale of the Units is not take place consummated by the Placement Agent for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser 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 Merger is not effective on or before the date that is twenty (20) days after the date of this Agreement, 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.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror Company to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for any reason Units by the Company; or no reason (including, without limitation, because ii) the Offeror has terminated election not to purchase the Offering, which Units by the Offeror may do at any time in its discretion)Subscriber, 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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Shares by the Company; or (ii) the election not to purchase the Shares by the Subscriber; or (iii) failure to complete the Minimum Offering on or prior to January 31, 2012 (unless extended in the discretion of the Board of Directors to March 1, 2012, for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror Company to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’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 (including, without limitation, because the Offeror Company has terminated the Offering, which the Offeror 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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction Documents”), the Purchaser 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 Offeror 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 Purchaser 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 Offeror Company to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Shares by the Company; or (ii) the election not to purchase the Shares by the Subscriber; or (iii) failure to effectuate an initial closing on or prior to __________________, 2018 (unless extended in the discretion of the Company) for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “"Transaction Documents”"), the Purchaser 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 Offeror 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 Purchaser 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 Offeror escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’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) failure to effectuate an initial closing on or prior to May 15, 2017 (unless extended in the discretion of the Board of Directors) for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “Transaction "Deal Documents”"), the Purchaser 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 Offeror 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 Purchaser 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 Offeror escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase PriceDeposit. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’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) failure to effectuate the Closing on or prior to March 4, 2011 (the “Final Closing Date”) for any reason or no reason (includingreason, without limitation, because unless waived by the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.

Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Offeror Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Purchaser Subscriber and the Offeror Company relating to this subscription (collectively, the “"Transaction Documents”"), the Purchaser 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 Offeror 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 Purchaser 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 Offeror Company to receive the full and immediate refund of the Aggregate Purchase Price. The Purchaser Subscriber understands and agrees that the Offeror 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 PurchaserSubscriber’s prior receipt of notice of acceptance of the PurchaserSubscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Shares (or Preferred Shares) by the Company; or (ii) the election not to purchase the Shares (or Preferred Shares) by the Subscriber; or (iii) failure to effectuate the Initial Closing (as defined below) on or prior to December 31, 2013 (unless extended in the discretion of the Board of Directors) for any reason or no reason (including, without limitation, because the Offeror has terminated the Offering, which the Offeror may do at any time in its discretion)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 Purchaser Subscriber without interest thereon or deduction therefrom.