Common use of DISPUTES SUBJECT TO ARBITRATION GOVERNED BY NEW YORK LAW Clause in Contracts

DISPUTES SUBJECT TO ARBITRATION GOVERNED BY NEW YORK LAW. All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in Boston, Massachusetts before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the Commonwealth of Massachusetts. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction. *.*.* 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 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: __________________________________ C-1 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

DISPUTES SUBJECT TO ARBITRATION GOVERNED BY NEW YORK LAW. All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in Boston, Massachusetts before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the Commonwealth of Massachusetts. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction. *.*.* 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: _________________________________________ /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 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 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: __________________________________ C-1 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. XxxxxxxxOfficer

DISPUTES SUBJECT TO ARBITRATION GOVERNED BY NEW YORK LAW. All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in BostonNew York City, Massachusetts New York before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the Commonwealth State of MassachusettsNew York. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction. *.*.* 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: _________________________________________ /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP TURBOSONIC TECHNOLOGIESSPO Medical, INC. Inc. By: _________________________________________ /s/ Xxxxxx X. Xxxxx Xxxxxx Xxxxx, Chairman, Director By: /s/ Xxxxxxx Braunold Xxxxxxx Braunold, President, 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 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: __________________________________ C-1 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& Director

DISPUTES SUBJECT TO ARBITRATION GOVERNED BY NEW YORK LAW. All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the State of New York, York without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in BostonNew York City, Massachusetts State of New York before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the Commonwealth of MassachusettsNew York, New York. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunctionorder to compel arbitration under NY CPLR Article 75. *.*.* Nothing contained herein shall prevent the party from obtaining injunctive relief. {00006735 } 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 FUNDKODIAK CAPITAL GROUP, IILLC By: XXXX X. XXXXXX Xxxx X. Xxxxxx, LPManaging Director KALLO, INC. By: XXXX XXXXX Xxxx Xxxxx, Chief Executive Officer {00006735 } EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: ___________________ Ladies and Gentlemen: We are counsel to _________________, 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 _________________________ 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 ’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 ’s obligations under the Registration Rights Agreement, on [•]_________, 20__the 2012 the Company filed a Registration Statement on Form S-1 S- ___ (File No. 333-[•]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 ’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effectiveeffective ] [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] {00006735 } EXHIBIT C FORM OF PUT NOTICE Date: ____________ RE: Put Notice Number ____________ Dear Xx. Xxxxxxxx: Xxxxxx, This is to inform you that as of today, TurboSonic TechnologiesKallo, Inc. Inc., a Delaware Nevada 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 Kodiak Capital Group, LLC 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 Suspension Price is $ ______ until _______. The current number of shares issued and outstanding as of the Company are: ____________ The number of shares currently available for resale pursuant to issuance on the Registration Statement on Form S-1 for the Equity Line are: ____________. TURBOSONIC TECHNOLOGIES, INC. By: ___________________________________ Name: Regards, _____________ {00006735 } EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Mr. _________, Pursuant to the Put given by Kallo, Inc. to Kodiak Capital Group, LLC. on _________________ Title: __________________________________ C-1 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_, 2012 we are now submitting the amount of common shares for you to issue to DutchessKodiak. Please deliver have a certificate bearing no restrictive legend totaling ___________ shares without restrictive legend via book entry issued to Dutchess Opportunity FundKodiak Capital Group, II, LP LLC. immediately and send via DWAC to the following account: XXXXXX XXXXXXXXXXXXXXX Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx Xxxx X. XxxxxxxxXxxxxx {00006735 } DATE PRICE Date of Day 1 VWAP Date of Day 2 VWAP Date of Day 3 VWAP Date of Day 4 VWAP Date of Day 5 VWAP LOWEST VWAP IN PRICING PERIOD ------------ PUT AMOUNT ------------ AMOUNT WIRED TO COMPANY ------------ PURCHASE PRICE EIGHTY PERCENT (80%) ------------ AMOUNT OF SHARES DUE ------------ The undersigned has completed this Put as of this ___th day of _________, 201__. ________________ {00006735 }

DISPUTES SUBJECT TO ARBITRATION GOVERNED BY NEW YORK LAW. All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in BostonNew York City, Massachusetts New York before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the Commonwealth of MassachusettsNew York. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction. *.*.* 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: _________________________________________ /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, BIOJECT MEDICAL TECHNOLOGIES INC. By: _________________________________________ Xxxxxx X. /s/ Xxxxx Xxxxx Xxxxx Xxxxx President and Chief Executive Officer EXHIBIT B OPINION OF COMPANY’S COUNSEL (AttachedPrincipal Executive Officer) 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 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: __________________________________ C-1 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 /s/ Xxxxxxxxx X. Xxxxxxx Xxxxxxxxx X. Xxxxxxx Vice President 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 Finance (Principal Financial 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. XxxxxxxxAccounting Officer)

DISPUTES SUBJECT TO ARBITRATION GOVERNED BY NEW YORK LAW. All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the State of New York, York without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in BostonNew York City, Massachusetts State of New York before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the Commonwealth of MassachusettsNew York, New York. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunctionorder to compel arbitration under NY CPLR Article 75. *.*.* SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT Nothing contained herein shall prevent the party from obtaining injunctive relief. 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 FUNDKODIAK CAPITAL GROUP, II, LP, By: _______LLC __________________________________ Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP TURBOSONIC TECHNOLOGIESFORCE FUELS, 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 2010 the Company filed a Registration Statement on Form S-1 S- ___ (File No. 333-[•]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 effectiveeffective ] [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 Mx. Xxxxxx, This is to inform you that as of today, ____________ RE: Put Notice Number ., a ____________ 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 Kodiak Capital Group, LLC 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 of the Company issued and outstanding as of the Company areis: ____________ The number of shares currently available for resale pursuant to issuance on the Registration Statement on Form S-1 for the Equity Line are: ____________. TURBOSONIC TECHNOLOGIES, INC. By: _____________ Regards, _____________ EXHIBIT D PUT SETTLEMENT SHEET Date: Dear Mr. _________, Pursuant to the Put given by ____________________________ Name: ________________to Kodiak Capital Group, LLC. on _________________ Title: __________________________________ C-1 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_, 2010 we are now submitting the amount of common shares for you to issue to DutchessKodiak. Please deliver have a certificate bearing no restrictive legend totaling ___________ shares without restrictive legend via book entry issued to Dutchess Opportunity FundKodiak Capital Group, II, LP LLC. immediately and send via DWAC to the following account: XXXXXX Ridge Clearing and Outsourcing DTC# 0158 Account# 29880161115 Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx X. Xxxxxxxx,

DISPUTES SUBJECT TO ARBITRATION GOVERNED BY NEW YORK LAW. All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the State of New York, York without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in BostonNew York City, Massachusetts State of New York before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the Commonwealth of MassachusettsNew York, New York. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunctionorder to compel arbitration under NY CPLR Article 75. *.*.* Nothing contained herein shall prevent the party from obtaining injunctive relief. 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 FUNDKODIAK CAPITAL GROUP, IILLC By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx, LPManaging Director WILDCAP ENERGY INC. By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx, ByPresident EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: ___________________ Ladies and Gentlemen: We are counsel to _______________________ Xxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP TURBOSONIC TECHNOLOGIES, INC. By: a _________________________________________ 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 2010 the Company filed a Registration Statement on Form S-1 S- ___ (File No. 333-[•]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 effectiveeffective ] [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. Xxxxxx, This is to inform you that as of today, ____________ RE: Put Notice Number ., a ____________ 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 Kodiak Capital Group, LLC 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 Suspension Price is $ ______ until _______. The current number of shares issued and outstanding as of the Company are: ____________ The number of shares currently available for resale pursuant to issuance on the Registration Statement on Form S-1 for the Equity Line are: ____________. TURBOSONIC TECHNOLOGIES, INC. By: _____________ Regards, _____________ EXHIBIT D FORM OF PUT SETTLEMENT SHEET Date: Dear Mr. _________, Pursuant to the Put given by ____________________________ Name: ________________to Kodiak Capital Group, LLC. on _________________ Title: __________________________________ C-1 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_, 2010 we are now submitting the amount of common shares for you to issue to DutchessKodiak. Please deliver have a certificate bearing no restrictive legend totaling ___________ shares without restrictive legend via book entry issued to Dutchess Opportunity FundKodiak Capital Group, II, LP LLC. immediately and send via DWAC to the following account: XXXXXX Ridge Clearing and Outsourcing DTC# 0158 Account# 29880161115 If not DWAC eligible, please send FedEx Priority Overnight to: Kodiak Capital Group, LLC Xxx Xxxxxxxx Xxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Once these shares are received by us, we will have the funds wired to the Company. Regards, Xxxxxxx Xxxx X. XxxxxxxxXxxxxx

DISPUTES SUBJECT TO ARBITRATION GOVERNED BY NEW YORK LAW. All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in BostonNew York City, Massachusetts Borough of Manhattan, before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the Commonwealth State of MassachusettsNew York. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction. *.*.* 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 /s/ Dxxxxxx X. Xxxxxxxx Dxxxxxx X. Xxxxxxxx Managing Member of: Dutchess Capital Management, II, LLC General Partner to: Dutchess Opportunity Fund, II, LP TURBOSONIC TECHNOLOGIESPROPHASE LABS, INC. By: _________________________________________ /s/ Txx Xxxxxx X. Xxxxx Txx Xxxxxx Chairman of the Board and Chief Executive Officer EXHIBIT B OPINION OF COMPANY’S COUNSEL (Attached) EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT DateBy: [•]/s/ Rxxxxx X. Xxxxxxx, 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 todayRxxxxx X. Xxxxxxx, 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 stockXx. The Company hereby certifies that: The amount of this put is $ ____________. The Pricing Period runs from until ____________. The Suspension Price is $ ____________. The current number of shares issued Chief Operating Officer 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: __________________________________ C-1 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. XxxxxxxxChief Financial Officer