Common use of Cancellation of Prior Agreements Clause in Contracts

Cancellation of Prior Agreements. The parties agree that upon signing of the Equity Line Transaction Documents (as such term is defined in the Investment Agreement), the prior agreements between the parties dated September 19, 2011 shall be deemed cancelled and both parties agree to operate under this Agreement. *.*.* SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Registration Rights Agreement, and the representations made by the undersigned in this Registration Rights Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS OPPORTUNITY FUND, II, LP By: __________________________ Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP TURBOSONIC TECHNOLOGIES, INC. By: __________________________ Xxxxxx X. Xxxxx Chief Executive Officer EXHIBIT B OPINION OF COMPANY’S COUNSEL (Attached) EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: [•], 20__ [TRANSFER AGENT] Re: [•] Ladies and Gentlemen: We are counsel to [•], Inc., a [•] corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on [•], 20__ the Company filed a Registration Statement on Form S-1 (File No. 333-[•]) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] EXHIBIT C FORM OF PUT NOTICE Date: ________________ RE: Put Notice Number ______________ Dear Xx. Xxxxxxxx: This is to inform you that as of today, TurboSonic Technologies, Inc. a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ _____________________________. The Pricing Period runs from ______________ until _________________. The current number of shares issued and outstanding as of the Company are:______________________ The number of shares currently available for resale pursuant to the Registration Statement on Form S-1 for the Equity Line are:______________________. TURBOSONIC TECHNOLOGIES, INC. By: ____________________________ Name:________________________ Title:_________________________ EXHIBIT D FORM OF PUT SETTLEMENT SHEET Date: ____________ RE: TurboSonic Technologies, Inc. Dear ____________ : Pursuant to the Put given by TurboSonic Technologies, Inc. to Dutchess Opportunity Fund, II, LP on ________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please deliver __________ shares without restrictive legend via book entry to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the following account: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx DATE PRICE Date of Day 1 VWAP of Day 1 Date of Day 2 VWAP of Day 2 Date of Day 3 VWAP of Day 3 Date of Day 4 VWAP of Day 4 Date of Day 5 VWAP of Day 5 LOWEST VWAP IN PRICING PERIOD ________________________ PUT AMOUNT ________________________ PURCHASE PRICE (NINETY-FIVE PERCENT (95%)) ________________________ AMOUNT OF SHARES DUE ________________________ The undersigned has completed this Put as of this ___th day of _________, 20__ Turbosonic Technologies, Inc. By: ____________________________ Name:________________________ Title:_________________________

Cancellation of Prior Agreements. The parties agree that upon signing of the Equity Line Transaction Documents (as such term is defined in the Investment Agreement)Documents, the prior agreements between the parties dated September 19July 11, 2011 shall be deemed cancelled and both parties agree to operate under this Agreement. *.*.* [Signature Page Follows] SIGNATURE PAGE OF REGISTRATION RIGHTS INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Registration Rights Investment Agreement, and the representations made by the undersigned in this Registration Rights Investment Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS OPPORTUNITY FUND, II, LP By: __________________________ /s/Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP TURBOSONIC TECHNOLOGIES, INC. By: __________________________ /s/Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Chief Executive Officer Signature Page to Investment Agreement LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B OPINION OF COMPANY’S COUNSEL Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT A REGISTRATION RIGHTS AGREEMENT (Attached) EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September [•], 20__ [TRANSFER AGENT] Re: [•] Ladies 2011, by and Gentlemen: We are counsel to [•]between TurboSonic Technologies, Inc., a [•] Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP LP, a Delaware limited partnership (the "“Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement”), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on [•], 20__ the Company filed a Registration Statement on Form S-1 (File No. 333-[•]) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] EXHIBIT C FORM OF PUT NOTICE Date: ________________ RE: Put Notice Number ______________ Dear Xx. Xxxxxxxx: This is to inform you that as of today, TurboSonic Technologies, Inc. a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ _____________________________. The Pricing Period runs from ______________ until _________________. The current number of shares issued and outstanding as of the Company are:______________________ The number of shares currently available for resale pursuant to the Registration Statement on Form S-1 for the Equity Line are:______________________. TURBOSONIC TECHNOLOGIES, INC. By: ____________________________ Name:________________________ Title:_________________________ EXHIBIT D FORM OF PUT SETTLEMENT SHEET Date: ____________ RE: TurboSonic Technologies, Inc. Dear ____________ : Pursuant to the Put given by TurboSonic Technologies, Inc. to Dutchess Opportunity Fund, II, LP on ________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please deliver __________ shares without restrictive legend via book entry to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the following account: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx DATE PRICE Date of Day 1 VWAP of Day 1 Date of Day 2 VWAP of Day 2 Date of Day 3 VWAP of Day 3 Date of Day 4 VWAP of Day 4 Date of Day 5 VWAP of Day 5 LOWEST VWAP IN PRICING PERIOD ________________________ PUT AMOUNT ________________________ PURCHASE PRICE (NINETY-FIVE PERCENT (95%)) ________________________ AMOUNT OF SHARES DUE ________________________ The undersigned has completed this Put as of this ___th day of _________, 20__ Turbosonic Technologies, Inc. By: ____________________________ Name:________________________ Title:_________________________.

Cancellation of Prior Agreements. The parties agree that upon signing of the Equity Line Transaction Documents (as such term is defined in the Investment Agreement), the prior agreements between the parties dated September 19July 11, 2011 shall be deemed cancelled and both parties agree to operate under this Agreement. *.*.* SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Registration Rights Agreement, and the representations made by the undersigned in this Registration Rights Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS OPPORTUNITY FUND, II, LP By: __________________________ Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP TURBOSONIC TECHNOLOGIES, INC. By: __________________________ Xxxxxx X. Xxxxx Chief Executive Officer EXHIBIT B OPINION OF COMPANY’S COUNSEL (Attached) EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: [•], 20__ [TRANSFER AGENT] Re: [•] Ladies and Gentlemen: We are counsel to [•], Inc., a [•] corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on [•], 20__ the Company filed a Registration Statement on Form S-1 (File No. 333-[•]) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] EXHIBIT C FORM OF PUT NOTICE Date: :___________________ RE: Put Notice Number ___________________ Dear Xx. Xxxxxxxx: This is to inform you that as of today, TurboSonic Technologies, Inc. a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ _____________________________. The Pricing Period runs from until___________________ until . The Suspension Price is $ ___________________. The current number of shares issued and outstanding as of the Company are:___: ___________________ The number of shares currently available for resale pursuant to the Registration Statement on Form S-1 for the Equity Line are:___: ___________________. TURBOSONIC TECHNOLOGIES, INC. By: ____________________________________ Name:: ______________________________ Title:: _______________________________ EXHIBIT D FORM OF PUT SETTLEMENT SHEET Date: ___________________ RE: TurboSonic Technologies, Inc. Dear ____________ ________: Pursuant to the Put given by TurboSonic Technologies, Inc. to Dutchess Opportunity Fund, II, LP on ________________ ____200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please deliver ___________________ shares without restrictive legend via book entry to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the following account: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx DATE PRICE Date of Day 1 VWAP of Day 1 Date of Day 2 VWAP of Day 2 Date of Day 3 VWAP of Day 3 Date of Day 4 VWAP of Day 4 Date of Day 5 VWAP of Day 5 LOWEST VWAP IN PRICING PERIOD ________________________ PUT AMOUNT ________________________ PURCHASE PRICE (NINETY-FIVE PERCENT (95%)) ________________________ AMOUNT OF SHARES DUE ________________________ The undersigned has completed this Put as of this ___th day of _________, 20__ Turbosonic Technologies, Inc. By: ____________________________ Name:________________________ Title:_________________________Xxxxxxxx

Cancellation of Prior Agreements. The parties agree that upon signing of the Equity Line Transaction Documents (as such term is defined in the Investment Agreement)Documents, the prior agreements between the parties dated September 19, 2011 shall be deemed cancelled and both parties agree to operate under this Agreement. *.*.* [Signature Page Follows] SIGNATURE PAGE OF REGISTRATION RIGHTS INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Registration Rights Investment Agreement, and the representations made by the undersigned in this Registration Rights Investment Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS OPPORTUNITY FUND, II, LP By: __________________________ /s/Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP TURBOSONIC TECHNOLOGIES, INC. By: __________________________ /s/Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Chief Executive Officer Signature Page to Investment Agreement LIST OF EXHIBITS EXHIBIT A Registration Rights Agreement EXHIBIT B OPINION OF COMPANY’S COUNSEL Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT A REGISTRATION RIGHTS AGREEMENT (Attached) EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October [•], 20__ [TRANSFER AGENT] Re: [•] Ladies 2011, by and Gentlemen: We are counsel to [•]between TurboSonic Technologies, Inc., a [•] Delaware corporation (the "“Company"”), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP LP, a Delaware limited partnership (the "“Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement”), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on [•], 20__ the Company filed a Registration Statement on Form S-1 (File No. 333-[•]) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] EXHIBIT C FORM OF PUT NOTICE Date: ________________ RE: Put Notice Number ______________ Dear Xx. Xxxxxxxx: This is to inform you that as of today, TurboSonic Technologies, Inc. a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ _____________________________. The Pricing Period runs from ______________ until _________________. The current number of shares issued and outstanding as of the Company are:______________________ The number of shares currently available for resale pursuant to the Registration Statement on Form S-1 for the Equity Line are:______________________. TURBOSONIC TECHNOLOGIES, INC. By: ____________________________ Name:________________________ Title:_________________________ EXHIBIT D FORM OF PUT SETTLEMENT SHEET Date: ____________ RE: TurboSonic Technologies, Inc. Dear ____________ : Pursuant to the Put given by TurboSonic Technologies, Inc. to Dutchess Opportunity Fund, II, LP on ________________ 200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please deliver __________ shares without restrictive legend via book entry to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the following account: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx DATE PRICE Date of Day 1 VWAP of Day 1 Date of Day 2 VWAP of Day 2 Date of Day 3 VWAP of Day 3 Date of Day 4 VWAP of Day 4 Date of Day 5 VWAP of Day 5 LOWEST VWAP IN PRICING PERIOD ________________________ PUT AMOUNT ________________________ PURCHASE PRICE (NINETY-FIVE PERCENT (95%)) ________________________ AMOUNT OF SHARES DUE ________________________ The undersigned has completed this Put as of this ___th day of _________, 20__ Turbosonic Technologies, Inc. By: ____________________________ Name:________________________ Title:_________________________.

Cancellation of Prior Agreements. The parties agree that upon signing of the Equity Line Transaction Documents (as such term is defined in the Investment Agreement), the prior agreements between the parties dated September 19, 2011 shall be deemed cancelled and both parties agree to operate under this Agreement. *.*.* SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Registration Rights Agreement, and the representations made by the undersigned in this Registration Rights Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS OPPORTUNITY FUND, II, LP By: __________________________ Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP TURBOSONIC TECHNOLOGIES, INC. By: __________________________ Xxxxxx X. Xxxxx Chief Executive Officer EXHIBIT B OPINION OF COMPANY’S COUNSEL (Attached) EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: [•], 20__ [TRANSFER AGENT] Re: [•] Ladies and Gentlemen: We are counsel to [•], Inc., a [•] corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on [•], 20__ the Company filed a Registration Statement on Form S-1 (File No. 333-[•]) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] EXHIBIT C FORM OF PUT NOTICE Date: :___________________ RE: Put Notice Number ___________________ Dear Xx. Xxxxxxxx: This is to inform you that as of today, TurboSonic Technologies, Inc. a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require Dutchess to purchase shares of its common stock. The Company hereby certifies that: The amount of this put is $ _____________________________. The Pricing Period runs from until___________________ until . The Minimum Acceptable Price is $ ___________________. The current number of shares issued and outstanding as of the Company are:___: ___________________ The number of shares currently available for resale pursuant to the Registration Statement on Form S-1 for the Equity Line are:___: ___________________. TURBOSONIC TECHNOLOGIES, INC. By: ____________________________________ Name:: ______________________________ Title:: _______________________________ EXHIBIT D FORM OF PUT SETTLEMENT SHEET Date: ___________________ RE: TurboSonic Technologies, Inc. Dear ____________ ________: Pursuant to the Put given by TurboSonic Technologies, Inc. to Dutchess Opportunity Fund, II, LP on ________________ ____200_, we are now submitting the amount of common shares for you to issue to Dutchess. Please deliver ___________________ shares without restrictive legend via book entry to Dutchess Opportunity Fund, II, LP immediately and send via DWAC to the following account: XXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx DATE PRICE Date of Day 1 VWAP of Day 1 Date of Day 2 VWAP of Day 2 Date of Day 3 VWAP of Day 3 Date of Day 4 VWAP of Day 4 Date of Day 5 VWAP of Day 5 LOWEST VWAP IN PRICING PERIOD ________________________ PUT AMOUNT ________________________ PURCHASE PRICE (NINETY-FIVE PERCENT (95%)) ________________________ AMOUNT OF SHARES DUE ________________________ The undersigned has completed this Put as of this ___th day of _________, 20__ Turbosonic Technologies, Inc. By: ____________________________ Name:________________________ Title:_________________________Xxxxxxxx