Common use of General Representations Clause in Contracts

General Representations. The Undersigned represents and warrants as follows: A. The Undersigned is purchasing the Units without having been furnished any offering literature; has received all documents, records and books pertaining to investment in the Corporation requested by and deemed sufficient by him to make an investment in the Corporation; and has been furnished with or has acquired copies of all reports filed by the Corporation pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”) prior to the date of this Subscription Agreement and copies of all press releases issued by the Corporation prior to the date of this Subscription Agreement; B. The Undersigned understands that he is purchasing the Units without being furnished any offering materials and that such purchase has not been scrutinized by the U.S. Securities and Exchange Commission (the “Commission”) or any state securities regulatory body; C. The Undersigned understands that neither the Shares, the Warrants nor the shares of Common Stock of the Corporation underlying the Warrants (the “Warrant Shares”) have been registered under the Securities Act of 1933, as amended, (the “1933 Act”) nor any state securities law and he has no right to require registration of the Shares, the Warrants or the Warrant Shares under the 1933 Act or any state securities law; D. The Undersigned understands that the Units are being purchased for his own account for investment purposes, not for the interest of any other person, and not for resale to others; E. The Undersigned is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)), by reason of one of the following: (a) he is a director or executive officer of the Corporation; (b) his net worth (including that of his spouse) exceeds $1,000,000 (“net worth” means the excess of total assets over total liabilities and for the purposes of determining “net worth,” the value of an individual’s primary residence and any amount of indebtedness secured by the primary residence up to the fair market value thereof should be excluded, and indebtedness secured by the primary residence in excess of the value of the home should be considered a liability); (c) he had income in excess of $200,000 for each of 2009 and 2010 or income (including that of his spouse) in excess of $300,000 in each of those years and reasonably expects to reach the same level in 2011; (d) the Undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the purpose of acquiring the Shares, with total assets in excess of $5,000,000; (e) the Undersigned is a trust, with total assets in excess of $5,000,000, not formed for the purpose of acquiring the Units, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; or (f) the Undersigned is an entity in which all of the equity owners are accredited investors. F. The Undersigned is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of his investments, including an investment in the Corporation, and to make an informed decision relating thereto and to protect his own interests in connection with the purchase of the Units; G. The Undersigned, in making the decision to subscribe for the Units, has relied upon an independent investigation made by him and, prior to entering into this Subscription Agreement, has been given access and the opportunity to ask questions of and to receive answers from officers of the Corporation concerning the terms and conditions of subscribing for the Units and has received complete and satisfactory answers to such inquiries; H. Based upon the Undersigned’s independent investigation, the Undersigned has made his own independent determination to subscribe for the Units; I. The Undersigned is, in relation to his total investment status and net worth, making only a reasonable commitment to the Corporation and is able to bear the economic risk of the investment, including the possible loss of his entire investment; J. The Undersigned is making an investment in the Corporation without the expectation or desire for a resale or distribution with respect thereto; K. The Undersigned has no need for liquidity with respect to the Undersigned’s investment in the Corporation; L. The Undersigned recognizes that an investment in the Shares involves special risks, including, but not limited to, those set forth in all of the Corporation’s reports filed pursuant to the 1934 Act filed with the Commission prior to the date of this Subscription Agreement; M. The Undersigned is aware of the restrictions on transfer of the Shares, the Warrant and the Warrant Shares imposed by the 1933 Act and applicable state securities laws and hereby consents to the placement of the following restrictive legends on the certificates representing the Shares, the agreement representing the Warrant and the certificates representing the Warrant Shares: THE SHARES REPRESENTED BY THIS CERTIFICATE] [THE WARRANT AND SECURITIES ISSUABLE UPON THE EXERCISE HEREOF] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENT OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. N. The Undersigned further understands that the certificates representing Shares and the Warrant Shares and the agreement representing the Warrant held by officers, directors, or other affiliates of the Corporation may contain additional restrictive legends required by law; O. The Undersigned acknowledges that he is not subscribing for the Units as a result of or pursuant to any of the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media outlet or broadcast over television or radio; or (ii) any seminar or meeting whose attendees, including the Undersigned, had been invited as a result of, or pursuant to, any of the foregoing; P. The Undersigned understands that all information which the Undersigned has provided to the Corporation concerning himself and his financial position, and his knowledge of financial and business matters is correct and complete as of the date set forth herein and, if there should be any material change in such information prior to the Undersigned having paid his subscription in full, that the Undersigned must immediately provide the Corporation with such information; and Q. The Undersigned acknowledges that he has been provided by the Corporation material non-public information regarding the Corporation which he must maintain in confidence pursuant to the terms of the [name of Confidentiality Agreement and date of it], and the Undersigned acknowledges that the U.S. securities laws prohibit him from trading in ViewCast’s common stock while he is in possession of material non-public information or from communicating to another person the material non-public information under circumstances where it is reasonably foreseeable that such person is likely to trade ViewCast’s common stock.

General Representations. The Undersigned represents and warrants as follows: A. The Undersigned is purchasing the Units Shares without having been furnished any offering literature; has received all documents, records and books pertaining to investment in the Corporation requested by and deemed sufficient by him to make an investment in the Corporation; and has been furnished with or has acquired copies of all reports filed by the Corporation pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”) prior to the date of this Subscription Agreement and copies of all press releases issued by the Corporation prior to the date of this Subscription Agreement; B. The Undersigned understands that he is purchasing the Units Shares without being furnished any offering materials and that such purchase has not been scrutinized by the U.S. Securities and Exchange Commission (the “Commission”) or any state securities regulatory body; C. The Undersigned understands that neither the Shares, the Warrants nor the shares of Common Stock Shares of the Corporation underlying the Warrants (the “Warrant Shares”) have not been registered under the Securities Act of 1933, as amended, (the “1933 Act”) nor any state securities law and law. The Undersigned understands that he has no right to require registration of the Shares, the Warrants or the Warrant Shares under the 1933 Act or any state securities law; D. The Undersigned understands that the Units Shares are being purchased for his own account for investment purposesinvestment, not for the interest of any other person, and not for resale to others; ; E. The Undersigned is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)), by reason of one of the following: (a) he is a director or executive officer of the Corporation; (b) his net worth (including that of his spouse) exceeds $1,000,000 (“net worth” means the excess of total assets over total liabilities and for the purposes of determining “net worth,” the value of an individual’s primary residence and any amount of indebtedness secured by the primary residence up to the fair market value thereof should be excluded, and indebtedness secured by the primary residence in excess of the value of the home should be considered a liability); (c) he had income in excess of $200,000 for each of 2008 and 2009 and 2010 or income (including that of his spouse) in excess of $300,000 in each of those years and reasonably expects to reach the same level in 20112010; (d) the Undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the purpose of acquiring the Shares, with total assets in excess of $5,000,000; (e) the Undersigned is a trust, with total assets in excess of $5,000,000, not formed for the purpose of acquiring the UnitsShares, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; or (f) the Undersigned is an entity in which all of the equity owners are accredited investors. F. The Undersigned is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of his investments, including an investment in the Corporation, and to make an informed decision relating thereto and to protect his own interests in connection with the purchase of the UnitsShares; G. The Undersigned, in making the decision to subscribe for the UnitsShares, has relied upon an independent investigation made by him and, prior to entering into this Subscription Agreement, has been given access and the opportunity to ask questions of and to receive answers from officers of the Corporation concerning the terms and conditions of subscribing for the Units Shares and has received complete and satisfactory answers to such inquiries; H. Based upon the Undersigned’s independent investigation, the Undersigned has made his own independent determination to subscribe for the UnitsShares; I. The Undersigned is, in relation to his total investment status and net worth, making only a reasonable commitment to the Corporation and is able to bear the economic risk of the investment, including the possible loss of his entire investment; J. The Undersigned is making an investment in the Corporation without the expectation or desire for a resale or distribution with respect thereto; K. The Undersigned has no need for liquidity with respect to the Undersigned’s investment in the Corporation; L. The Undersigned recognizes that an investment in the Shares involves special risks, including, but not limited to, those set forth in all of the Corporation’s reports filed pursuant to the 1934 Act filed with the Commission prior to the date of this Subscription Agreement; M. The Undersigned is aware of the restrictions on transfer of the Shares, the Warrant and the Warrant Shares imposed by the 1933 Act and applicable state securities laws and hereby consents to the placement of the following restrictive legends on the certificates certificate representing the Shares, the agreement representing the Warrant and the certificates representing the Warrant SharesShares subscribed for herein: THE SHARES REPRESENTED BY THIS CERTIFICATE] [THE WARRANT AND SECURITIES ISSUABLE UPON THE EXERCISE HEREOF] CERTIFICATE HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENT OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. N. The Undersigned further understands that the certificates representing Shares and the Warrant Shares and the agreement representing the Warrant held by officers, directors, or other affiliates of the Corporation may contain additional restrictive legends required by law; O. The Undersigned acknowledges that he is not subscribing for the Units Shares as a result of or pursuant to any of the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media outlet or broadcast over television or radio; or (ii) any seminar or meeting whose attendees, including the Undersigned, had been invited as a result of, or pursuant to, any of the foregoing;; and P. The Undersigned understands that all information which the Undersigned has provided to the Corporation concerning himself and his financial position, and his knowledge of financial and business matters is correct and complete as of the date set forth herein and, if there should be any material change in such information prior to the Undersigned having paid his subscription in full, that the Undersigned must immediately provide the Corporation with such information; and Q. The Undersigned acknowledges that he has been provided by the Corporation material non-public information regarding the Corporation which he must maintain in confidence pursuant to the terms of the [name of Confidentiality Agreement and date of it], and the Undersigned acknowledges that the U.S. securities laws prohibit him from trading in ViewCast’s common stock while he is in possession of material non-public information or from communicating to another person the material non-public information under circumstances where it is reasonably foreseeable that such person is likely to trade ViewCast’s common stock.

General Representations. The Undersigned Transferee represents and warrants as followsto the Company that: A. (1) The Undersigned is purchasing Shares to be received by such Transferee pursuant to the Units without having Transaction Agreements will be acquired for such Transferee’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and such Transferee has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Act or applicable state securities laws; (2) The Transferee has been furnished any offering literature; access to such information and documents as it has received all documents, records and books pertaining to investment in the Corporation requested by and deemed sufficient by him to make an investment in the Corporation; and has been furnished with or has acquired copies afforded an opportunity to ask questions of all reports filed by and receive answers from representatives of the Corporation Company concerning the issuance of the Shares pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”) prior to the date of this Subscription Agreement and copies of all press releases issued by the Corporation prior to the date of this Subscription AgreementTransaction Agreements; B. (3) The Undersigned understands Transferee acknowledges and agrees that he is purchasing the Units without being furnished any offering materials and that such purchase has Shares when issued will constitute “restricted securities” under Rule 144 promulgated under the Act and, therefore, may not been scrutinized by the U.S. Securities and Exchange Commission (the “Commission”) or any state securities regulatory body; C. The Undersigned understands that neither the Shares, the Warrants nor the shares of Common Stock of the Corporation underlying the Warrants (the “Warrant Shares”) have been be sold unless they are registered under the Securities Act of 1933, as amended, (or an exemption from the “1933 Act”) nor any state securities law registration and he has no right to require registration prospectus delivery requirements of the Shares, Act is available; and that the Warrants or Shares received by the Warrant Shares Transferee pursuant to the Transaction Documents will bear a customary legend noting that such securities constitute restricted securities under the 1933 Act or any state securities law; D. The Undersigned understands that the Units are being purchased for his own account for investment purposes, not for the interest of any other person, and not for resale to others; E. The Undersigned is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)), by reason of one of the following: (a) he is a director or executive officer of the CorporationAct; (b4) his net worth (including that of his spouse) exceeds $1,000,000 (“net worth” means The Transferee is able to fend for himself or herself in the excess of total assets over total liabilities and for the purposes of determining “net worth,” the value of an individual’s primary residence and any amount of indebtedness secured transactions contemplated by the primary residence up to Merger Agreement if a shareholder of Dogfish Head or the fair market value thereof should be excludedEOM Unit Purchase Agreement if a unitholder of Dogfish EOM, and indebtedness secured by the primary residence in excess of the value of the home should be considered a liability); (c) he had income in excess of $200,000 for each of 2009 and 2010 or income (including that of his spouse) in excess of $300,000 in each of those years and reasonably expects to reach the same level in 2011; (d) the Undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986as applicable, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the purpose of acquiring the Shares, with total assets in excess of $5,000,000; (e) the Undersigned is a trust, with total assets in excess of $5,000,000, not formed for the purpose of acquiring the Units, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; or (f) the Undersigned is an entity in which all of the equity owners are accredited investors. F. The Undersigned is sufficiently experienced in financial and business matters as to be capable of evaluating the merits and risks associated with ownership of his investmentsthe Shares received by such Transferee as consideration pursuant to the Transaction Documents; and (5) At no time was the Transferee presented with or solicited by any publicly issued or circulated newspaper, including an investment in the Corporationmail, and to make an informed decision relating thereto and to protect his own interests radio, television or other form of general advertisement or solicitation in connection with the purchase issuance of the Units; G. The Undersigned, in making the decision to subscribe for the Units, has relied upon an independent investigation made by him and, prior to entering into this Subscription Agreement, has been given access and the opportunity to ask questions of and to receive answers from officers of the Corporation concerning the terms and conditions of subscribing for the Units and has received complete and satisfactory answers Shares to such inquiries; H. Based upon the Undersigned’s independent investigation, the Undersigned has made his own independent determination to subscribe for the Units; I. The Undersigned is, Transferee in relation to his total investment status and net worth, making only a reasonable commitment to the Corporation and is able to bear the economic risk of the investment, including the possible loss of his entire investment; J. The Undersigned is making an investment in the Corporation without the expectation or desire for a resale or distribution connection with respect thereto; K. The Undersigned has no need for liquidity with respect to the Undersigned’s investment in the Corporation; L. The Undersigned recognizes that an investment in the Shares involves special risks, including, but not limited to, those set forth in all of the Corporation’s reports filed pursuant to the 1934 Act filed with the Commission prior to the date of this Subscription Agreement; M. The Undersigned is aware of the restrictions on transfer of the Shares, the Warrant and the Warrant Shares imposed transactions contemplated by the 1933 Act and applicable state securities laws and hereby consents to the placement of the following restrictive legends on the certificates representing the Shares, the agreement representing the Warrant and the certificates representing the Warrant Shares: THE SHARES REPRESENTED BY THIS CERTIFICATE] [THE WARRANT AND SECURITIES ISSUABLE UPON THE EXERCISE HEREOF] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWSTransaction Documents. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENT OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. N. The Undersigned further understands undersigned certifies that the certificates representing Shares foregoing representations are true and the Warrant Shares and the agreement representing the Warrant held by officers, directors, or other affiliates of the Corporation may contain additional restrictive legends required by law; O. The Undersigned acknowledges that he is not subscribing for the Units as a result of or pursuant to any of the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media outlet or broadcast over television or radio; or (ii) any seminar or meeting whose attendees, including the Undersigned, had been invited as a result of, or pursuant to, any of the foregoing; P. The Undersigned understands that all information which the Undersigned has provided to the Corporation concerning himself and his financial position, and his knowledge of financial and business matters is correct and complete accurate as of the date set forth herein and, if there should hereof and shall be true and accurate as of the effective date of the Closing (as defined in the Transaction Agreements). If in any material change in respect such information representations shall not be true and accurate prior to such date, the Undersigned having paid his subscription in full, that the Undersigned must immediately provide the Corporation with undersigned shall give immediate notice of such information; and Q. The Undersigned acknowledges that he has been provided by the Corporation material non-public information regarding the Corporation which he must maintain in confidence pursuant fact to the terms of the [name of Confidentiality Agreement and date of it], and the Undersigned acknowledges that the U.S. securities laws prohibit him from trading in ViewCast’s common stock while he is in possession of material non-public information or from communicating to another person the material non-public information under circumstances where it is reasonably foreseeable that such person is likely to trade ViewCast’s common stockCompany.

General Representations. The Undersigned represents and warrants as follows: A. The Undersigned is purchasing the Units without having been furnished any offering literature; has received all documents, records and books pertaining to investment in the Corporation requested by and deemed sufficient by him to make an investment in the Corporation; and has been furnished with or has acquired copies of all reports filed by the Corporation pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”) prior to the date of this Subscription Agreement and copies of all press releases issued by the Corporation prior to the date of this Subscription Agreement; B. The Undersigned understands that he is purchasing the Units without being furnished any offering materials and that such purchase has not been scrutinized by the U.S. Securities and Exchange Commission (the “Commission”) or any state securities regulatory body; C. The Undersigned understands that neither the Shares, the Warrants nor the shares of Common Stock of the Corporation underlying the Warrants (the “Warrant Shares”) have been registered under the Securities Act of 1933, as amended, (the “1933 Act”) nor any state securities law and he has no right to require registration of the Shares, the Warrants or the Warrant Shares under the 1933 Act or any state securities law; D. The Undersigned understands that the Units are being purchased for his own account for investment purposes, not for the interest of any other person, and not for resale to others; E. The Undersigned is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)), by reason of one of the following: (a) he is a director or executive officer of the Corporation; (b) his net worth (including that of his spouse) exceeds $1,000,000 (“net worth” means the excess of total assets over total liabilities and for the purposes of determining “net worth,” the value of an individual’s primary residence and any amount of indebtedness secured by the primary residence up to the fair market value thereof should be excluded, and indebtedness secured by the primary residence in excess of the value of the home should be considered a liability); (c) he had income in excess of $200,000 for each of 2009 and 2010 or income (including that of his spouse) in excess of $300,000 in each of those years and reasonably expects to reach the same level in 2011; (d) the Undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the purpose of acquiring the Shares, with total assets in excess of $5,000,000; (e) the Undersigned is a trust, with total assets in excess of $5,000,000, not formed for the purpose of acquiring the Units, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; or (f) the Undersigned is an entity in which all of the equity owners are accredited investors. F. The Undersigned is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of his investments, including an investment in the Corporation, and to make an informed decision relating thereto and to protect his own interests in connection with the purchase of the Units; G. The Undersigned, in making the decision to subscribe for the Units, has relied upon an independent investigation made by him and, prior to entering into this Subscription Agreement, has been given access and the opportunity to ask questions of and to receive answers from officers of the Corporation concerning the terms and conditions of subscribing for the Units and has received complete and satisfactory answers to such inquiries; H. Based upon the Undersigned’s independent investigation, the Undersigned has made his own independent determination to subscribe for the Units; I. The Undersigned is, in relation to his total investment status and net worth, making only a reasonable commitment to the Corporation and is able to bear the economic risk of the investment, including the possible loss of his entire investment; J. The Undersigned is making an investment in the Corporation without the expectation or desire for a resale or distribution with respect thereto; K. The Undersigned has no need for liquidity with respect to the Undersigned’s investment in the Corporation; L. The Undersigned recognizes that an investment in the Shares involves special risks, including, but not limited to, those set forth in all of the Corporation’s reports filed pursuant to the 1934 Act filed with the Commission prior to the date of this Subscription Agreement; M. The Undersigned is aware of the restrictions on transfer of the Shares, the Warrant and the Warrant Shares imposed by the 1933 Act and applicable state securities laws and hereby consents to the placement of the following restrictive legends on the certificates representing the Shares, the agreement representing the Warrant and the certificates representing the Warrant Shares: THE SHARES REPRESENTED BY THIS CERTIFICATE] [THE WARRANT AND SECURITIES ISSUABLE UPON THE EXERCISE HEREOF] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENT OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.: N. The Undersigned further understands that the certificates representing Shares and the Warrant Shares and the agreement representing the Warrant held by officers, directors, or other affiliates of the Corporation may contain additional restrictive legends required by law; O. The Undersigned acknowledges that he is not subscribing for the Units as a result of or pursuant to any of the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media outlet or broadcast over television or radio; or (ii) any seminar or meeting whose attendees, including the Undersigned, had been invited as a result of, or pursuant to, any of the foregoing; P. The Undersigned understands that all information which the Undersigned has provided to the Corporation concerning himself and his financial position, and his knowledge of financial and business matters is correct and complete as of the date set forth herein and, if there should be any material change in such information prior to the Undersigned having paid his subscription in full, that the Undersigned must immediately provide the Corporation with such information; and Q. The Undersigned acknowledges that he has been provided by the Corporation material non-public information regarding the Corporation which he must maintain in confidence pursuant to the terms of the [name of Confidentiality Agreement and date of it], and the Undersigned acknowledges that the U.S. securities laws prohibit him from trading in ViewCast’s common stock while he is in possession of material non-public information or from communicating to another person the material non-public information under circumstances where it is reasonably foreseeable that such person is likely to trade ViewCast’s common stock.

General Representations. The Undersigned Shareholder represents and warrants to the Acquiring Parties as follows: A. (a) The Undersigned Shareholder has full power and authority to enter into this Agreement and the other Transaction Documents to which he is purchasing a party, and such agreements constitute the Units without having been furnished valid and legally binding obligation of the Shareholder, enforceable against him in accordance with their terms. (b) The execution, delivery and performance of this Agreement and the other Transaction Documents by the Shareholder does not contravene or violate any offering literatureLaw or Court Order to which he is subject; has received all documentsnor does such execution, records and books pertaining to investment in the Corporation requested by and deemed sufficient by him to make an investment in the Corporation; and has been furnished delivery or performance, conflict with or has acquired copies result in a Default under any term, condition or provision of all reports filed by the Corporation pursuant any Contract, indenture, plan, or any Governmental Permit to the Securities Exchange Act of 1934, as amended (the “1934 Act”) prior to the date of this Subscription Agreement and copies of all press releases issued by the Corporation prior to the date of this Subscription Agreement; B. The Undersigned understands that which he is purchasing a party, by which he may have rights or by which any of his assets may be bound or affected, or give any party with rights thereunder the Units without being furnished any offering materials right to consent to or receive notice of the Transaction, terminate, modify, accelerate or otherwise change the existing rights or obligations of the Shareholder. (c) The Shareholder has good and that such purchase has not been scrutinized by the U.S. Securities and Exchange Commission (the “Commission”) or any state securities regulatory body; C. The Undersigned understands that neither the Shares, the Warrants nor valid title to all of the shares of Common Stock listed on Section 3.03(f) of the Corporation underlying Disclosure Schedule opposite his name free and clear of any Encumbrances except those Encumbrances arising under applicable securities laws. The Shareholder has the Warrants (the “Warrant Shares”) have been registered under the Securities Act of 1933, as amended, (the “1933 Act”) nor any state securities law and he has no right to require registration convey such shares of Common Stock free and clear of any Encumbrances except those Encumbrances arising under applicable securities laws. The Shareholder has not granted any interest in the Sharesshares of Common Stock owned by him, nor has he granted any preemptive right, right of first refusal, or similar right, by Contract or otherwise with respect to any security of Tigris, to any Person. (d) The Shareholder is acquiring the Warrants or the Warrant Shares under the 1933 Act or any state securities law; D. The Undersigned understands that the Units are being purchased Voting Stock Consideration for his own account for investment purposes, not for the interest of any other person, and not for resale with a view to others; E. The Undersigned is an accredited investor as defined the distribution thereof in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)), by reason of one violation of the following: (a) he is a director or executive officer of the Corporation; (b) his net worth (including that of his spouse) exceeds $1,000,000 (“net worth” means the excess of total assets over total liabilities and for the purposes of determining “net worth,” the value of an individual’s primary residence and any amount of indebtedness secured by the primary residence up to the fair market value thereof should be excluded, and indebtedness secured by the primary residence in excess of the value of the home should be considered a liability); (c) he had income in excess of $200,000 for each of 2009 and 2010 or income (including that of his spouse) in excess of $300,000 in each of those years and reasonably expects to reach the same level in 2011; (d) the Undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the purpose of acquiring the Shares, with total assets in excess of $5,000,000;Securities Act. (e) The Shareholder believes he has received all the Undersigned information it considers necessary or appropriate for making an investment decision with respect to the Voting Stock Consideration. The Shareholder further represents that he has had an opportunity to ask questions and receive answers from Verticalnet regarding the terms and conditions of the offering of the Voting Stock Consideration and the business, properties, prospects and financial condition of Verticalnet. (f) The Shareholder is a trustable to fend for himself, with total assets in excess can bear the economic risk of $5,000,000his investment, not formed for the purpose of acquiring the Units, whose purchase is directed by a person who and has such knowledge and experience in financial and or business matters that he it is capable of evaluating the merits and risks of the prospective investment; or (f) the Undersigned is an entity in which all of the equity owners are accredited investors. F. The Undersigned is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of his investments, including an investment in the Corporation, and to make an informed decision relating thereto and to protect his own interests in connection with the purchase of the Units; G. The Undersigned, in making the decision to subscribe for the Units, has relied upon an independent investigation made by him and, prior to entering into this Subscription Agreement, has been given access and the opportunity to ask questions of and to receive answers from officers of the Corporation concerning the terms and conditions of subscribing for the Units and has received complete and satisfactory answers to such inquiries; H. Based upon the Undersigned’s independent investigation, the Undersigned has made his own independent determination to subscribe for the Units; I. The Undersigned is, in relation to his total investment status and net worth, making only a reasonable commitment to the Corporation and is able to bear the economic risk of the investment, including the possible loss of his entire investment; J. The Undersigned is making an investment in the Corporation without the expectation or desire for a resale or distribution with respect thereto; K. The Undersigned has no need for liquidity with respect to the Undersigned’s investment in the Corporation; L. The Undersigned recognizes that an investment in the Shares involves special risks, including, but not limited to, those set forth in all of the Corporation’s reports filed pursuant to the 1934 Act filed with the Commission prior to the date of this Subscription Agreement; M. The Undersigned is aware of the restrictions on transfer of the Shares, the Warrant and the Warrant Shares imposed by the 1933 Act and applicable state securities laws and hereby consents to the placement of the following restrictive legends on the certificates representing the Shares, the agreement representing the Warrant and the certificates representing the Warrant Shares: THE SHARES REPRESENTED BY THIS CERTIFICATE] [THE WARRANT AND SECURITIES ISSUABLE UPON THE EXERCISE HEREOF] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENT OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWSVoting Stock Consideration. N. (g) The Undersigned further understands that Shareholder is an “accredited investor” (as defined in Rule 501(a) under the certificates representing Shares and the Warrant Shares and the agreement representing the Warrant held by officers, directors, or other affiliates of the Corporation may contain additional restrictive legends required by law; O. The Undersigned acknowledges that he is not subscribing for the Units as a result of or pursuant to any of the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media outlet or broadcast over television or radio; or (ii) any seminar or meeting whose attendees, including the Undersigned, had been invited as a result of, or pursuant to, any of the foregoing; P. The Undersigned understands that all information which the Undersigned has provided to the Corporation concerning himself and his financial position, and his knowledge of financial and business matters is correct and complete as of the date set forth herein and, if there should be any material change in such information prior to the Undersigned having paid his subscription in full, that the Undersigned must immediately provide the Corporation with such information; and Q. The Undersigned acknowledges that he has been provided by the Corporation material non-public information regarding the Corporation which he must maintain in confidence pursuant to the terms of the [name of Confidentiality Agreement and date of it], and the Undersigned acknowledges that the U.S. securities laws prohibit him from trading in ViewCast’s common stock while he is in possession of material non-public information or from communicating to another person the material non-public information under circumstances where it is reasonably foreseeable that such person is likely to trade ViewCast’s common stockSecurities Act).

General Representations. The Undersigned 9.1 Each Party hereto represents and warrants that (a) it has the power to execute and deliver this Agreement, to enter into the Loans and Collateral Advances contemplated hereby, and to perform its obligations hereunder; (b) it has taken all necessary action to authorize such execution, delivery, and performance; and (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally, and (ii) general principles of equity (regardless of whether a proceeding to enforce such an agreement is considered in a proceeding at law or in equity). 9.2 Each Party hereto represents and warrants that the execution, delivery and performance by it of this Agreement and each Loan and Collateral Advance hereunder will at all times comply with all Applicable Law. 9.3 The Borrower further represents and warrants that the Borrower has not relied on Lender or any of Lender’s Affiliates for investment, financial, or other advice with respect to the Loans or the Collateral Advances, and Borrower is making its independent judgment or is relying upon External Managers or Third Party advisers with respect to the Loans and the Collateral Advances and neither Lender nor its Affiliates are acting as follows:a fiduciary, advisor, or agent for the Borrower with respect to any of the Loans or the Collateral Advances. A. The Undersigned 9.4 Each Party hereto represents and warrants that it has made its own determination as to the tax treatment of any dividends, remuneration, or other funds received hereunder. 9.5 Borrower represents that any statements provided to Lender pursuant to Section Error! Reference source not found. fairly represent its financial condition, and that there has been no material adverse change in its financial condition since that date that has not been disclosed in writing to Lender. Each request by Borrower for a Loan shall constitute a present representation that there has been no material adverse change in Borrower’s financial condition that has not been disclosed to Lender since the date of the most recent statement furnished to Lender pursuant to Section Error! Reference source not found.;. 9.6 Lender represents and warrants (a) that it is purchasing a trust company duly organized and validly existing under the Units without having been furnished laws of the state of its organization and (b) that it has, or will have at the time of delivery of any offering literatureBorrowed Securities, the authority to deliver the Borrowed Securities subject to the terms and conditions hereof. 9.7 Borrower represents and warrants that (a) it is a corporation, partnership, or other entity duly organized and validly existing under the laws of the state of its organization; has received (b) if it is a Bank, a Broker-Dealer, or any other entity which is subject to regulation under the laws and regulations of any jurisdiction, the supervision of any governmental authority, or the regulation of a Self Regulatory organization, it is in compliance in all documentsmaterial respects with all laws, records regulations, and books pertaining supervisory directives applicable to investment it; (c) it has, or will have at the time of delivery of any Collateral or Custodial Collateral, the right to grant a first security interest therein subject to the terms and conditions hereof; and (d) to the extent applicable, it (or the party to whom it relends the Borrowed Securities) is borrowing or will borrow the Borrowed Securities (except for Borrowed Securities that qualify as “exempted securities” under Regulation T of the Board of Governors of the Federal Reserve System) for the purposes of making delivery of such securities in the Corporation requested by and deemed sufficient by him case of short sales, failure to make an investment in the Corporation; and has been furnished with receive securities required to be delivered, or has acquired copies of all reports filed by the Corporation as otherwise permitted pursuant to Regulation T. If Borrower is a management investment company that is, or is required to be, registered under the Securities Exchange Investment Company Act of 19341940, as amended (the “1934 1940 Act”) prior ), Borrower acknowledges that any obligation to determine whether any transaction made pursuant to this Agreement or the SLAA is in compliance with those laws and regulations under the 1940 Act relating to the date borrowing or lending of securities or cash, the posting or receipt of collateral relating to such borrowing or lending of cash or securities, or the issuance of ‘senior securities,’ as that term is defined under Section 18 of the 1940 Act, including all obligations to compile and maintain such data and make such calculations as are necessary or appropriate in order to make such determinations, as well as all obligations that require the Borrower to segregate, identify and substitute Borrower assets, and daily monitor such assets and their values (collectively, “Applicable 1940 Act Requirements”), except as specifically set forth in the SLAA, it is the obligation of Borrower and not the Lender or any of Lender’s Affiliates. In addition, if Borrower is a management investment company that is, or is required to be, registered under the 1940 Act, Borrower represents and warrants to Lender as of the close of business on each day that Borrower is so registered or is required to be so registered, that (i) any transaction or series of transactions under this Subscription Agreement and/or the SLAA that creates leverage as a matter of law or fact is (A) in furtherance of Borrower’s investment objective or objectives, (B) permitted or not otherwise prohibited by Borrower’s investment policies, and copies of (C) disclosed in all press releases issued by material respects in Borrower’s registration statement filed with the Corporation prior to the date of this Subscription Agreement; B. The Undersigned understands that he is purchasing the Units without being furnished any offering materials and that such purchase has not been scrutinized by the U.S. Securities and Exchange Commission (the “Commission”) or any state securities regulatory body; C. The Undersigned understands that neither the Shares, the Warrants nor the shares of Common Stock pursuant to Section 8 of the Corporation underlying 1940 Act, and (ii) Borrower is in compliance in all material respects with Applicable Law applicable to Borrower, including Applicable 1940 Act Requirements. 9.8 The Borrower makes the Warrants (the “Warrant Shares”) have been registered under the Securities Act following representations and warranties. Each request for a Loan or a Collateral Advance constitutes a renewal of 1933, these representations and warranties as amended, (the “1933 Act”) nor any state securities law and he has no right to require registration of the Shares, the Warrants or the Warrant Shares under the 1933 Act or any state securities law; D. The Undersigned understands that the Units are being purchased for his own account for investment purposes, not for the interest of any other person, and not for resale to others; E. The Undersigned is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)), by reason of one date of the followingrequest: (a) he This Agreement does not conflict with any agreement, or obligation by which the Borrower is a director or executive officer of the Corporation;bound. (b) his net worth (including that of his spouse) exceeds $1,000,000 (“net worth” means There is no lawsuit, judicial proceeding, tax claim or other dispute pending or threatened against the excess of total assets over total liabilities and for Borrower which, if lost, would impair the purposes of determining “net worth,” Borrower’s financial condition or ability to repay the value of an individual’s primary residence and any amount of indebtedness secured by the primary residence up Secured Line Obligations or Loan Obligations, except as have been disclosed in writing to the fair market value thereof should be excluded, and indebtedness secured by the primary residence in excess of the value of the home should be considered a liability);Lender. (c) he had income The Borrower is not in excess of $200,000 default on any obligation for each of 2009 and 2010 borrowed money, any purchase money obligation or income (including that of his spouse) any other material lease, commitment, contract, instrument or obligation, except as have been disclosed in excess of $300,000 in each of those years and reasonably expects writing to reach the same level in 2011;Lender. (d) the Undersigned There is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, a corporation, a Massachusetts or similar business trustno event which is, or with notice, or lapse of time, or both, would be a partnership, not formed for the purpose of acquiring the Shares, with total assets in excess of $5,000,000;default under this Agreement. (e) the Undersigned No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority or any other Third Party is a trust, with total assets in excess of $5,000,000, not formed for the purpose of acquiring the Units, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; or (f) the Undersigned is an entity in which all of the equity owners are accredited investors. F. The Undersigned is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of his investments, including an investment in the Corporation, and to make an informed decision relating thereto and to protect his own interests necessary or required in connection with the purchase of the Units; G. The Undersigned, in making the decision to subscribe for the Units, has relied upon an independent investigation made by him and, prior to entering into this Subscription Agreement, has been given access and the opportunity to ask questions of and to receive answers from officers of the Corporation concerning the terms and conditions of subscribing for the Units and has received complete and satisfactory answers to such inquiries; H. Based upon the Undersigned’s independent investigation, the Undersigned has made his own independent determination to subscribe for the Units; I. The Undersigned is, in relation to his total investment status and net worth, making only a reasonable commitment to the Corporation and is able to bear the economic risk of the investment, including the possible loss of his entire investment; J. The Undersigned is making an investment in the Corporation without the expectation or desire for a resale or distribution with respect thereto; K. The Undersigned has no need for liquidity with respect to the Undersigned’s investment in the Corporation; L. The Undersigned recognizes that an investment in the Shares involves special risks, including, but not limited to, those set forth in all of the Corporation’s reports filed pursuant to the 1934 Act filed with the Commission prior to the date of this Subscription Agreement; M. The Undersigned is aware of the restrictions on transfer of the Shares, the Warrant and the Warrant Shares imposed by the 1933 Act and applicable state securities laws and hereby consents to the placement of the following restrictive legends on the certificates representing the Shares, the agreement representing the Warrant and the certificates representing the Warrant Shares: THE SHARES REPRESENTED BY THIS CERTIFICATE] [THE WARRANT AND SECURITIES ISSUABLE UPON THE EXERCISE HEREOF] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENT OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. N. The Undersigned further understands that the certificates representing Shares and the Warrant Shares and the agreement representing the Warrant held by officers, directors, or other affiliates of the Corporation may contain additional restrictive legends required by law; O. The Undersigned acknowledges that he is not subscribing for the Units as a result of or pursuant to any of the following: (i) the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any advertisement, article, notice or other communication published in any newspaper, magazine or similar media outlet or broadcast over television or radioCollateral Document; or (ii) any seminar the grant by the Borrower of the Liens granted by it pursuant to this Agreement and the Collateral Documents; (iii) the perfection or meeting whose attendees, maintenance of the Liens created under this Agreement and the Collateral Documents (including the Undersignedfirst priority nature thereof). Further, had been invited as a result ofno approval, consent, exemption, authorization, or pursuant other action by, or notice to, or filing with, any governmental authority or any other Third Party is necessary or required by or with regard to Borrower in connection with the exercise by Lender or any of its Affiliates of its rights under this Agreement and the foregoing;Collateral Documents or the remedies in respect of the Collateral or the Custodial Collateral, as applicable, pursuant to this Agreement or the Collateral Documents. P. (f) The Undersigned understands that Borrower is the legal and beneficial owner of the Collateral and the Custodial Collateral granted or purported to be granted by it free and clear of any Lien, claim, option or right of others, except for the security interest created under this Agreement and the Collateral Documents. No effective financing statement or other instrument similar in effect covering all information which or any part of such Collateral or Custodial Collateral or listing the Undersigned has Borrower or any trade name of the Borrower as debtor is on file in any recording office, except such as may have been filed in favor of Lender and its Affiliates relating to this Agreement of the Collateral Documents. (g) This Agreement and the Collateral Documents create in favor of Lender and its Affiliates a valid security interest in the Collateral and the Custodial Collateral granted by the Borrower, securing the payment of the respective obligations set forth in Sections 4.5, 4.9 and Section 17, if applicable, all filings and other actions (including, without limitation, (i) actions necessary to obtain control of Collateral or the Custodial Collateral, as applicable, as provided in Sections 9-104, 9-105, 9-106 and 9-107 of the UCC; and (ii) actions necessary to perfect the security interest of Lender and its Affiliates with respect to the Corporation concerning himself Collateral or the Custodial Collateral, as applicable, evidenced by a certificate of title) necessary to perfect the security interest in the Collateral and his financial position, and his knowledge of financial and business matters is correct and complete as of the date set forth herein and, if there should be any material change in such information prior to the Undersigned having paid his subscription in full, that the Undersigned must immediately provide the Corporation with such information; and Q. The Undersigned acknowledges that he has been provided Custodial Collateral granted by the Corporation material non-public information regarding the Corporation which he must maintain Borrower have been duly made or taken and are in confidence pursuant to the terms of the [name of Confidentiality Agreement full force and date of it], effect; and the Undersigned acknowledges that the U.S. securities laws prohibit him from trading in ViewCast’s common stock while he such security interest is in possession of material non-public information or from communicating to another person the material non-public information under circumstances where it is reasonably foreseeable that such person is likely to trade ViewCast’s common stockfirst priority.

General Representations. The Undersigned represents and warrants as follows: A. The Undersigned is purchasing undersigned InfoAccess shareholder makes the Units without having been furnished any offering literature; has received all documentsfollowing general representations, records and books pertaining to investment in the Corporation requested by and deemed sufficient by him to make an investment in the Corporation; and has been furnished with or has acquired copies of all reports filed by the Corporation pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”) prior to the date of this Subscription Agreement and copies of all press releases issued by the Corporation prior to the date of this Subscription Agreement; B. The Undersigned understands that he is purchasing the Units without being furnished any offering materials and that such purchase has not been scrutinized by the U.S. Securities and Exchange Commission (the “Commission”) or any state securities regulatory body; C. The Undersigned understands that neither the Shares, the Warrants nor the shares of Common Stock of the Corporation underlying the Warrants (the “Warrant Shares”) have been registered under the Securities Act of 1933, as amended, (the “1933 Act”) nor any state securities law and he has no right to require registration of the Shares, the Warrants or the Warrant Shares under the 1933 Act or any state securities law; D. The Undersigned understands that the Units are being purchased for his own account for investment purposes, not for the interest of any other personwarranties, and not for resale to others; E. The Undersigned is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)), by reason of one of the followingcovenants: (a) That such shareholder will be the sole party in interest as to the IntraNet Solutions Common Shares to be issued to such shareholder in the Merger and that he or she is acquiring the IntraNet Solutions Common Shares for such shareholder's own account, for investment only and not with a director view toward the resale or executive officer distribution thereof in violation of the Corporation;Act. Although IntraNet Solutions has agreed to use its best efforts to register the IntraNet Solutions Common Shares issued in the Merger for public resale under the Act, such shareholder acknowledges that such IntraNet Solutions Common Shares will not be registered under the Act nor under any state securities laws at the time such securities are first issued and that the share certificates issued to evidence such IntraNet Solutions Common Shares will bear a restrictive legend to such effect. Such shareholder further understands that he or she may be required to bear the economic risk of this investment for an indefinite period of time because the IntraNet Solutions Common Shares received in the Merger may not be sold or otherwise transferred unless subsequently registered under the Act and such state securities laws or unless an exemption from such registration is available. (b) his net worth (including That, in connection with the acquisition of the IntraNet Solutions Common Shares in connection with the Merger, no representations or warranties, written or oral, have been made to him or her other than those contained in the Merger Agreement and the Information Statement referred to in the Merger Agreement. Such shareholder acknowledges that of his spouse) exceeds $1,000,000 (“net worth” means the excess of total assets over total liabilities and for the purposes of determining “net worth,” the value of an individual’s primary residence and any amount of indebtedness secured he or she has been advised that no person is authorized, except as permitted by the primary residence up Merger Agreement, to give any information or to make any statement not contained in the fair market value thereof should be excludedMerger Agreement, a copy of which, together with a copy of the Information Statement, he or she has received prior to signing this Statement, and indebtedness secured that any information or statement not contained therein or contemplated or permitted thereby must not be relied upon as having been authorized by the primary residence in excess IntraNet Solutions, any of the value its subsidiaries or affiliates, or any professional advisors to any of the home should be considered a liability);them. (c) he That such shareholder or such shareholder's Purchaser Representative has had income in excess of $200,000 for each of 2009 and 2010 or income (including that of his spouse) in excess of $300,000 in each of those years and reasonably expects to reach the same level in 2011; (d) the Undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the purpose of acquiring the Shares, with total assets in excess of $5,000,000; (e) the Undersigned is a trust, with total assets in excess of $5,000,000, not formed for the purpose of acquiring the Units, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; or (f) the Undersigned is an entity in which all of the equity owners are accredited investors. F. The Undersigned is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of his investments, including an investment in the Corporation, and to make an informed decision relating thereto and to protect his own interests in connection with the purchase of the Units; G. The Undersigned, in making the decision to subscribe for the Units, has relied upon an independent investigation made by him and, prior to entering into this Subscription Agreement, has been given access and the opportunity to ask questions of and IntraNet Solutions with respect to receive answers from officers of the Corporation concerning the terms and conditions of subscribing for the Units and has received complete and satisfactory answers to such inquiries; H. Based upon the Undersigned’s independent investigation, the Undersigned has made his own independent determination to subscribe for the Units; I. The Undersigned is, in relation to his total investment status and net worth, making only a reasonable commitment to the Corporation and is able to bear the economic risk offering of the investment, including IntraNet Solutions Common Shares and to obtain additional information necessary to verify the possible loss of his entire investment; J. The Undersigned is making an investment information contained in the Corporation without the expectation or desire for a resale or distribution with respect thereto; K. The Undersigned has no need for liquidity with respect to the Undersigned’s investment in the Corporation; L. The Undersigned recognizes that an investment in the Shares involves special risks, including, but not limited to, those set forth in all of the Corporation’s reports filed pursuant to the 1934 Act filed with the Commission prior to the date of this Subscription Agreement; M. The Undersigned is aware of the restrictions on transfer of the Shares, the Warrant Merger Agreement and the Warrant Shares imposed by the 1933 Act and applicable state securities laws and hereby consents to the placement of the following restrictive legends on the certificates representing the Shares, the agreement representing the Warrant and the certificates representing the Warrant Shares: THE SHARES REPRESENTED BY THIS CERTIFICATE] [THE WARRANT AND SECURITIES ISSUABLE UPON THE EXERCISE HEREOF] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENT OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWSInformation Statement. N. The Undersigned further understands that the certificates representing Shares and the Warrant Shares and the agreement representing the Warrant held by officers, directors, or other affiliates of the Corporation may contain additional restrictive legends required by law; O. The Undersigned acknowledges that he is not subscribing for the Units as a result of or pursuant to any of the following: (id) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media outlet or broadcast over television or radio; or (ii) any seminar or meeting whose attendees, including the Undersigned, had been invited as a result of, or pursuant to, any of the foregoing; P. The Undersigned understands that all information which the Undersigned has provided to the Corporation concerning himself and his financial position, and his knowledge of financial and business matters is correct and complete as of the date set forth herein andThat, if there should be any material change in he or she is an individual, he or she is at least 21 years of age or, if the investor is an association or a partnership, then each of its members is of such information prior to the Undersigned having paid his subscription in full, that the Undersigned must immediately provide the Corporation with such information; and Q. The Undersigned acknowledges that he has been provided by the Corporation material non-public information regarding the Corporation which he must maintain in confidence pursuant to the terms of the [name of Confidentiality Agreement and date of it], and the Undersigned acknowledges that the U.S. securities laws prohibit him from trading in ViewCast’s common stock while he is in possession of material non-public information or from communicating to another person the material non-public information under circumstances where it is reasonably foreseeable that such person is likely to trade ViewCast’s common stockage.

General Representations. The Undersigned represents and warrants as follows: A. The Undersigned is purchasing the Units without having been furnished any offering literature; has received all documents, records and books pertaining to investment in the Corporation requested by and deemed sufficient by him to make an investment in the Corporation; and has been furnished with or has acquired copies of all reports filed by the Corporation pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”) prior to the date of this Subscription Agreement and copies of all press releases issued by the Corporation prior to the date of this Subscription Agreement; B. The Undersigned understands that he is purchasing the Units without being furnished any offering materials and that such purchase has not been scrutinized by the U.S. Securities and Exchange Commission (the “Commission”) or any state securities regulatory body; C. The Undersigned understands that neither the Shares, the Warrants nor the shares of Common Stock of the Corporation underlying the Warrants (the “Warrant Shares”) have been registered under the Securities Act of 1933, as amended, (the “1933 Act”) nor any state securities law and he has no right to require registration of the Shares, the Warrants or the Warrant Shares under the 1933 Act or any state securities law; D. The Undersigned understands that the Units are being purchased for his own account for investment purposes, not for the interest of any other person, and not for resale to others; E. The Undersigned is an accredited investor as defined in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)), by reason of one of the following: (a) he is a director or executive officer of the Corporation; (b) his net worth (including that of his spouse) exceeds $1,000,000 (“net worth” means the excess of total assets over total liabilities and for the purposes of determining “net worth,” the value of an individual’s primary residence and any amount of indebtedness secured by the primary residence up to the fair market value thereof should be excluded, and indebtedness secured by the primary residence in excess of the value of the home should be considered a liability); (c) he had income in excess of $200,000 for each of 2009 and 2010 or income (including that of his spouse) in excess of $300,000 in each of those years and reasonably expects to reach the same level in 2011; (d) the Undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the purpose of acquiring the Shares, with total assets in excess of $5,000,000; (e) the Undersigned is a trust, with total assets in excess of $5,000,000, not formed for the purpose of acquiring the Units, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; or (f) the Undersigned is an entity in which all of the equity owners are accredited investors. F. The Undersigned is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of his investments, including an investment in the Corporation, and to make an informed decision relating thereto and to protect his own interests in connection with the purchase of the Units; G. The Undersigned, in making the decision to subscribe for the Units, has relied upon an independent investigation made by him and, prior to entering into this Subscription Agreement, has been given access and the opportunity to ask questions of and to receive answers from officers of the Corporation concerning the terms and conditions of subscribing for the Units and has received complete and satisfactory answers to such inquiries; H. Based upon the Undersigned’s independent investigation, the Undersigned has made his own independent determination to subscribe for the Units; I. The Undersigned is, in relation to his total investment status and net worth, making only a reasonable commitment to the Corporation and is able to bear the economic risk of the investment, including the possible loss of his entire investment; J. The Undersigned is making an investment in the Corporation without the expectation or desire for a resale or distribution with respect thereto; K. The Undersigned has no need for liquidity with respect to the Undersigned’s investment in the Corporation; L. The Undersigned recognizes that an investment in the Shares involves special risks, including, but not limited to, those set forth in all of the Corporation’s reports filed pursuant to the 1934 Act filed with the Commission prior to the date of this Subscription Agreement; M. The Undersigned is aware of the restrictions on transfer of the Shares, the Warrant and the Warrant Shares imposed by the 1933 Act and applicable state securities laws and hereby consents to the placement of the following restrictive legends on the certificates representing the Shares, the agreement representing the Warrant and the certificates representing the Warrant Shares: [THE SHARES REPRESENTED BY THIS CERTIFICATE] [THE WARRANT AND SECURITIES ISSUABLE UPON THE EXERCISE HEREOF] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENT OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. N. The Undersigned further understands that the certificates representing Shares and the Warrant Shares and the agreement representing the Warrant held by officers, directors, or other affiliates of the Corporation may contain additional restrictive legends required by law; O. The Undersigned acknowledges that he is not subscribing for the Units as a result of or pursuant to any of the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media outlet or broadcast over television or radio; or (ii) any seminar or meeting whose attendees, including the Undersigned, had been invited as a result of, or pursuant to, any of the foregoing; P. The Undersigned understands that all information which the Undersigned has provided to the Corporation concerning himself and his financial position, and his knowledge of financial and business matters is correct and complete as of the date set forth herein and, if there should be any material change in such information prior to the Undersigned having paid his subscription in full, that the Undersigned must immediately provide the Corporation with such information; and Q. The Undersigned acknowledges that he has been provided by the Corporation material non-public information regarding the Corporation which he must maintain in confidence pursuant to the terms of the [name of Confidentiality Agreement and date of it], and the Undersigned acknowledges that the U.S. securities laws prohibit him from trading in ViewCast’s common stock while he is in possession of material non-public information or from communicating to another person the material non-public information under circumstances where it is reasonably foreseeable that such person is likely to trade ViewCast’s common stock.

General Representations. The Undersigned represents Purchaser represents, acknowledges and warrants as followsagrees that: A. The Undersigned (a) it is purchasing the Units without having been furnished any offering literature; has received all documentsnot a “U.S. person” as that term is defined in Regulation S1, records and books pertaining to investment in the Corporation requested by and deemed sufficient by him to make an investment in the Corporation; and has been furnished with or has acquired copies of all reports filed by the Corporation pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”) prior to the date of this Subscription Agreement and copies of all press releases issued by the Corporation prior to the date of this Subscription Agreement; B. The Undersigned understands that he is purchasing the Units without being furnished any offering materials and that such purchase has not been scrutinized by the U.S. Securities and Exchange Commission (the “Commission”) or any state securities regulatory body; C. The Undersigned understands that neither the Shares, the Warrants nor the shares of Common Stock of the Corporation underlying the Warrants (the “Warrant Shares”) have been registered promulgated under the Securities Act of 1933; and (b) it will not be purchasing Securities for the account or benefit of any U.S. Person; the offer was not made to the Purchaser when it was in the United States; at the time the Purchaser’s buy order was delivered to the Company, the Purchaser was outside the United States; the Subscriber received and accepted this subscription and entered into this Agreement in its jurisdiction of residence; and such jurisdiction of residence is as amendedset out on page 1 of this Agreement. (c) that the Securities acquired pursuant to this Agreement have not been registered under the U.S. Securities Act, (and are being sold in reliance upon an exemption from registration afforded by Regulation S; and that the “1933 Act”) nor Securities have not been registered with any state securities law and he has no right commission or authority. The Purchaser further understands that pursuant to require registration the requirements of the SharesRegulation S, the Warrants Securities acquired herein may not be transferred, sold or otherwise exchanged unless in compliance with the Warrant Shares provisions of Regulation S and/or pursuant to registration under the 1933 Act U.S. Securities Act, or any state securities law;pursuant to an available exemption under the U.S. Securities Act. D. The Undersigned understands that (d) the Units Securities are being purchased by the Purchaser for his its own account account, for investment purposes, only and not for the interest of with a view toward resale or distribution thereof to any other person, and it is not for resale to others; E. The Undersigned is an accredited investor as defined participating, directly or indirectly, in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)), by reason of one of the following: (a) he is a director any underwriting or executive officer of the Corporation; (b) his net worth (including that of his spouse) exceeds $1,000,000 (“net worth” means the excess of total assets over total liabilities and for the purposes of determining “net worth,” the value of an individual’s primary residence and any amount of indebtedness secured by the primary residence up to the fair market value thereof should be excluded, and indebtedness secured by the primary residence in excess of the value of the home should be considered a liability); (c) he had income in excess of $200,000 for each of 2009 and 2010 or income (including that of his spouse) in excess of $300,000 in each of those years and reasonably expects to reach the same level in 2011; (d) the Undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the purpose of acquiring the Shares, with total assets in excess of $5,000,000distribution; (e) none of the Undersigned Securities purchased by the Purchaser shall be sold or otherwise transferred contrary to the provisions of this Subscription Agreement or any federal or state securities law, and the Purchaser understands that unless the Securities are subsequently registered under the U.S. Securities Act, they may not in any event be sold or transferred except by a valid exemption from registration under the U.S. Securities Act; ____________ 1 ‘“U.S. person” is defined under Regulation S as: (i) Any natural person resident in the United States; (ii) Any partnership or corporation organized or incorporated under the laws of the United States; (iii) Any estate of which any executor or administrator is a U.S. person; (iv) Any trust of which any trustee is a U.S. person; (v) Any agency or branch of a foreign entity located in the United States; (vi) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, with total assets incorporated, or (if an individual) resident in excess the United States; and (viii) Any partnership or corporation if: (A) Organized or incorporated under the laws of $5,000,000, not any foreign jurisdiction; and (B) formed by a U.S. person principally for the purpose of acquiring investing any securities not registered under the UnitsAct, whose purchase unless it is directed organized or incorporated, and owned, by a person accredited investors (as defined in Rule 501(a) under the Act) who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment; orare not natural persons, estates or trusts. (f) any and all certificates representing the Undersigned Securities purchased and any and all securities issued in replacement thereof or in exchange thereof shall bear the following legend or one substantially similar thereto, which the Purchaser has read and understands: “THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “ACT’) OR APPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE ACT, PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.” (g) the Company shall have the right to issue stop transfer instructions on its official stock records, and the Purchaser acknowledges that the Company has informed the Purchaser of its intention to issue such instructions; (h) there is an entity currently no active trading market in which all these Securities of the equity owners are accredited investorsCompany, and the Company presently has no plans to register the Securities, so that there may never be a public trading market for the Securities, with consequent possible indefinite illiquidity of the Securities; (i) hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Act. F. The Undersigned is sufficiently experienced (j) at no time has it been explicitly or implicitly represented, guaranteed or warranted to the Purchaser by the Company, its management, the agents or employees of the Company or any other person: (i) that the Purchaser will be able to transfer the Securities on any particular date; (ii) that if and when the Purchaser may wish to transfer the Securities, such securities will be validly transferable under federal and applicable state securities laws; (iii) that the Purchaser will realize any percentage or amount of profit, gain or other consideration as a result of any investment it has made or will make in financial and business matters to be capable of evaluating the merits and risks of his investments, including an Company; or (iv) that the Purchaser or other shareholders will receive any dividends or other distributions from the Company at any time; (k) investment in the CorporationSecurities is a long-term, speculative investment which involves a substantial risk of loss to the Purchaser of its entire investment; that the Purchaser takes full cognizance of and responsibility for the risks related to make an informed decision relating thereto and to protect his own interests in connection with the purchase of the Units; G. The Undersigned, in making Securities; the decision to subscribe for the Units, has relied upon an independent investigation made by him and, prior to entering into this Subscription Agreement, has been given access and the opportunity to ask questions of and to receive answers from officers of the Corporation concerning the terms and conditions of subscribing for the Units and has received complete and satisfactory answers to such inquiries; H. Based upon the Undersigned’s independent investigation, the Undersigned has made his own independent determination to subscribe for the Units; I. The Undersigned is, in relation to his total investment status and net worth, making only a reasonable commitment to the Corporation and is able to bear the economic risk of the investment, including the possible loss of his entire investment; J. The Undersigned is making an investment in the Corporation without the expectation or desire for a resale or distribution with respect thereto; K. The Undersigned Purchaser has no need for liquidity with respect to its investment either now or within the Undersigned’s foreseeable future; and the Purchaser can bear a complete loss of its investment in the Corporationwithout undue hardship to itself; L. The Undersigned recognizes (l) the Purchaser and its purchaser representative, if any, has been afforded an opportunity to examine such documents and obtain such information, including the Company’s financial statements concerning the Company as it may have requested, and the Purchaser has had the opportunity to request such other information and ask questions of the officers and directors of the Company (and all information so requested has been provided) for the purpose of verifying the information furnished to it and for answering any question it may have had concerning the business, prospects and affairs of the Company; (m) the Purchaser understands and acknowledges that any projections or financial forecasts of the Company may likely prove to be incorrect in view of the early stage of the Company’s development; and no assurance has been given to it that actual results will correspond in any meaningful way with the results contemplated by the various projections, financial forecasts or predictions; and (n) the Purchaser has been advised to consult with its own investment adviser, attorney, and accountant regarding the Company’s prospects and legal and tax matters, concerning an investment in the Shares involves special risksCompany, includingand has done so, but not limited to, those set forth in all of the Corporation’s reports filed pursuant to the 1934 Act filed with the Commission prior extent it consider that to the date of this Subscription Agreement; M. The Undersigned is aware of the restrictions on transfer of the Shares, the Warrant and the Warrant Shares imposed by the 1933 Act and applicable state securities laws and hereby consents to the placement of the following restrictive legends on the certificates representing the Shares, the agreement representing the Warrant and the certificates representing the Warrant Shares: THE SHARES REPRESENTED BY THIS CERTIFICATE] [THE WARRANT AND SECURITIES ISSUABLE UPON THE EXERCISE HEREOF] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENT OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWSbe necessary. N. The Undersigned further understands that the certificates representing Shares and the Warrant Shares and the agreement representing the Warrant held by officers, directors, or other affiliates of the Corporation may contain additional restrictive legends required by law; O. The Undersigned acknowledges that he is not subscribing for the Units as a result of or pursuant to any of the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media outlet or broadcast over television or radio; or (ii) any seminar or meeting whose attendees, including the Undersigned, had been invited as a result of, or pursuant to, any of the foregoing; P. The Undersigned understands that all information which the Undersigned has provided to the Corporation concerning himself and his financial position, and his knowledge of financial and business matters is correct and complete as of the date set forth herein and, if there should be any material change in such information prior to the Undersigned having paid his subscription in full, that the Undersigned must immediately provide the Corporation with such information; and Q. The Undersigned acknowledges that he has been provided by the Corporation material non-public information regarding the Corporation which he must maintain in confidence pursuant to the terms of the [name of Confidentiality Agreement and date of it], and the Undersigned acknowledges that the U.S. securities laws prohibit him from trading in ViewCast’s common stock while he is in possession of material non-public information or from communicating to another person the material non-public information under circumstances where it is reasonably foreseeable that such person is likely to trade ViewCast’s common stock.

General Representations. The Undersigned represents Purchaser represents, acknowledges and warrants as followsagrees that: A. The Undersigned (a) he/she/it is purchasing not a “U.S. person” as that term is defined in Regulation S1, promulgated under the Units without having been furnished any offering literature; has received all documents, records and books pertaining to investment in the Corporation requested by and deemed sufficient by him to make an investment in the Corporation; and has been furnished with or has acquired copies of all reports filed by the Corporation pursuant to the U.S. Securities Exchange Act of 19341933, as amended (the “1934 U.S. Securities Act”); (b) prior he/she/it will not be purchasing Securities for the account or benefit of any U.S. Person; the offer was not made to the date Purchaser when it was in the United States; at the time the Purchaser’s buy order was delivered to the Company, the Purchaser was outside the United States; the Subscriber received and accepted this subscription and entered into this Agreement in its jurisdiction of residence; and such jurisdiction of residence is as set out on page 1 of this Subscription Agreement. (c) that the Securities acquired pursuant to this Agreement and copies of all press releases issued by the Corporation prior to the date of this Subscription Agreement; B. The Undersigned understands that he is purchasing the Units without being furnished any offering materials and that such purchase has have not been scrutinized by the U.S. Securities and Exchange Commission (the “Commission”) or any state securities regulatory body; C. The Undersigned understands that neither the Shares, the Warrants nor the shares of Common Stock of the Corporation underlying the Warrants (the “Warrant Shares”) have been registered under the U.S. Securities Act of 1933Act, as amended, (and are being sold in reliance upon an exemption from registration afforded by Regulation S; and that the “1933 Act”) nor Securities have not been registered with any state securities law and he has no right commission or authority. The Purchaser further understands that pursuant to require registration the requirements of the SharesRegulation S, the Warrants Securities acquired herein may not be transferred, sold or otherwise exchanged unless in compliance with the Warrant Shares provisions of Regulation S and/or pursuant to registration under the 1933 Act U.S. Securities Act, or any state securities law;pursuant to an available exemption under the U.S. Securities Act. D. The Undersigned understands that (d) the Units Securities are being purchased by the Purchaser for his its own account account, for investment purposes, only and not for the interest of with a view toward resale or distribution thereof to any other person, and it is not for resale to others; E. The Undersigned is an accredited investor as defined participating, directly or indirectly, in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)), by reason of one of the following: (a) he is a director any underwriting or executive officer of the Corporation; (b) his net worth (including that of his spouse) exceeds $1,000,000 (“net worth” means the excess of total assets over total liabilities and for the purposes of determining “net worth,” the value of an individual’s primary residence and any amount of indebtedness secured by the primary residence up to the fair market value thereof should be excluded, and indebtedness secured by the primary residence in excess of the value of the home should be considered a liability); (c) he had income in excess of $200,000 for each of 2009 and 2010 or income (including that of his spouse) in excess of $300,000 in each of those years and reasonably expects to reach the same level in 2011; (d) the Undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the purpose of acquiring the Shares, with total assets in excess of $5,000,000distribution; (e) none of the Undersigned is a trustSecurities purchased by the Purchaser shall be sold or otherwise transferred contrary to the provisions of this Subscription Agreement or any federal or state securities law, with total assets and the Purchaser understands that unless the Securities are subsequently registered under the U.S. Securities Act, they may not in excess of $5,000,000, not formed for the purpose of acquiring the Units, whose purchase is directed any event be sold or transferred except by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating valid exemption from registration under the merits and risks of the prospective investment; orU.S. Securities Act; (f) any and all certificates representing the Undersigned Securities purchased and any and all securities issued in replacement thereof or in exchange thereof shall bear the following legend or one substantially similar thereto, which the Purchaser has read and understands: “THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE ACT, PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.” (g) the Company shall have the right to issue stop transfer instructions on its official stock records, and the Purchaser acknowledges that the Company has informed the Purchaser of its intention to issue such instructions: (h) there is an entity currently no trading market in which all these Securities of the equity owners are accredited investorsCompany, and the Company presently has no plans to register the Securities, so that there may never be a public trading market for the Securities, with consequent possible indefinite illiquidity of the Securities; (i) hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Act. F. The Undersigned is sufficiently experienced (j) at no time has it been explicitly or implicitly represented, guaranteed or warranted to the Purchaser by the Compoany, its management, the agents or employees of the Company or any other person: (i) that the Purchaser will be able to transfer the Securities on any particular date; (ii) that if and when the Purchaser may wish to transfer the Securities, such securities will be validly transferable under federal and applicable state securities laws; (iii) that the Purchaser will realize any percentage or amount of profit, gain or other consideration as a result of any investment it has made or will make in financial and business matters to be capable of evaluating the merits and risks of his investments, including an Company; or (iv) that the Purchaser or other shareholders will receive any dividends or other distributions from the Company at any time; (k) investment in the CorporationSecurities is a long-term, speculative investment which involves a substantial risk of loss to the Purchaser of its entire investment; that the Purchaser takes full cognizance of and responsibility for the risks related to make an informed decision relating thereto and to protect his own interests in connection with the purchase of the Units; G. The Undersigned, in making Securities; the decision to subscribe for the Units, has relied upon an independent investigation made by him and, prior to entering into this Subscription Agreement, has been given access and the opportunity to ask questions of and to receive answers from officers of the Corporation concerning the terms and conditions of subscribing for the Units and has received complete and satisfactory answers to such inquiries; H. Based upon the Undersigned’s independent investigation, the Undersigned has made his own independent determination to subscribe for the Units; I. The Undersigned is, in relation to his total investment status and net worth, making only a reasonable commitment to the Corporation and is able to bear the economic risk of the investment, including the possible loss of his entire investment; J. The Undersigned is making an investment in the Corporation without the expectation or desire for a resale or distribution with respect thereto; K. The Undersigned Purchaser has no need for liquidity with respect to its investment either now or within the Undersigned’s foreseeable future; and the Purchaser can bear a complete loss of its investment in the Corporationwithout undue hardship to itself; L. The Undersigned recognizes (l) the Purchaser and its purchaser representative, if any, has been afforded an opportunity to examine such documents and obtain such information, including the Company’s financial statements concerning the Company as it may have requested, and the Purchaser has had the opportunity to request such other information and ask questions of the officers and directors of the Company (and all information so requested has been provided) for the purpose of verifying the information furnished to it and for answering any question it may have had concerning the business, prospects and affairs of the Company; (m) the Purchaser understands and acknowledges that any projections or financial forecasts of the Company may likely prove to be incorrect in view of the early stage of the Company’s development; and no assurance has been given to it that actual results will correspond in any meaningful way with the results contemplated by the various projections, financial forecasts or predictions; and (n) the Purchaser has been advised to consult with its own investment adviser, attorney, and accountant regarding the Company’s prospects and legal and tax matters, concerning an investment in the Shares involves special risksCompany, includingand has done so, but not limited to, those set forth in all of the Corporation’s reports filed pursuant to the 1934 Act filed with the Commission prior extent it consider that to the date of this Subscription Agreement; M. The Undersigned is aware of the restrictions on transfer of the Shares, the Warrant and the Warrant Shares imposed by the 1933 Act and applicable state securities laws and hereby consents to the placement of the following restrictive legends on the certificates representing the Shares, the agreement representing the Warrant and the certificates representing the Warrant Shares: THE SHARES REPRESENTED BY THIS CERTIFICATE] [THE WARRANT AND SECURITIES ISSUABLE UPON THE EXERCISE HEREOF] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENT OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWSbe necessary. N. The Undersigned further understands that the certificates representing Shares and the Warrant Shares and the agreement representing the Warrant held by officers, directors, or other affiliates of the Corporation may contain additional restrictive legends required by law; O. The Undersigned acknowledges that he is not subscribing for the Units as a result of or pursuant to any of the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media outlet or broadcast over television or radio; or (ii) any seminar or meeting whose attendees, including the Undersigned, had been invited as a result of, or pursuant to, any of the foregoing; P. The Undersigned understands that all information which the Undersigned has provided to the Corporation concerning himself and his financial position, and his knowledge of financial and business matters is correct and complete as of the date set forth herein and, if there should be any material change in such information prior to the Undersigned having paid his subscription in full, that the Undersigned must immediately provide the Corporation with such information; and Q. The Undersigned acknowledges that he has been provided by the Corporation material non-public information regarding the Corporation which he must maintain in confidence pursuant to the terms of the [name of Confidentiality Agreement and date of it], and the Undersigned acknowledges that the U.S. securities laws prohibit him from trading in ViewCast’s common stock while he is in possession of material non-public information or from communicating to another person the material non-public information under circumstances where it is reasonably foreseeable that such person is likely to trade ViewCast’s common stock.

General Representations. The Undersigned represents Purchaser represents, acknowledges and warrants as followsagrees that: A. The Undersigned (a) it is purchasing not a “U.S. person” as that term is defined in Regulation S1, promulgated under the Units without having been furnished any offering literature; has received all documents, records and books pertaining to investment in the Corporation requested by and deemed sufficient by him to make an investment in the Corporation; and has been furnished with or has acquired copies of all reports filed by the Corporation pursuant to the U.S. Securities Exchange Act of 19341933, as amended (the “1934 U.S. Securities Act”); and (b) prior it will not be purchasing Securities for the account or benefit of any U.S. Person; the offer was not made to the date Purchaser when it was in the United States; at the time the Purchaser’s buy order was delivered to the Company, the Purchaser was outside the United States; the Subscriber received and accepted this subscription and entered into this Agreement in its jurisdiction of residence; and such jurisdiction of residence is as set out on page 1 of this Subscription Agreement. (c) that the Securities acquired pursuant to this Agreement and copies of all press releases issued by the Corporation prior to the date of this Subscription Agreement; B. The Undersigned understands that he is purchasing the Units without being furnished any offering materials and that such purchase has have not been scrutinized by the U.S. Securities and Exchange Commission (the “Commission”) or any state securities regulatory body; C. The Undersigned understands that neither the Shares, the Warrants nor the shares of Common Stock of the Corporation underlying the Warrants (the “Warrant Shares”) have been registered under the U.S. Securities Act of 1933Act, as amended, (and are being sold in reliance upon an exemption from registration afforded by Regulation S; and that the “1933 Act”) nor Securities have not been registered with any state securities law and he has no right commission or authority. The Purchaser further understands that pursuant to require registration the requirements of the SharesRegulation S, the Warrants Securities acquired herein may not be transferred, sold or otherwise exchanged unless in compliance with the Warrant Shares provisions of Regulation S and/or pursuant to registration under the 1933 Act U.S. Securities Act, or any state securities law;pursuant to an available exemption under the U.S. Securities Act. D. The Undersigned understands that (d) the Units Securities are being purchased by the Purchaser for his its own account account, for investment purposes, only and not for the interest of with a view toward resale or distribution thereof to any other person, and it is not for resale to others; E. The Undersigned is an accredited investor as defined participating, directly or indirectly, in Regulation D, Rule 501(a) (17 C.F.R.230.501(a)), by reason of one of the following: (a) he is a director any underwriting or executive officer of the Corporation; (b) his net worth (including that of his spouse) exceeds $1,000,000 (“net worth” means the excess of total assets over total liabilities and for the purposes of determining “net worth,” the value of an individual’s primary residence and any amount of indebtedness secured by the primary residence up to the fair market value thereof should be excluded, and indebtedness secured by the primary residence in excess of the value of the home should be considered a liability); (c) he had income in excess of $200,000 for each of 2009 and 2010 or income (including that of his spouse) in excess of $300,000 in each of those years and reasonably expects to reach the same level in 2011; (d) the Undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the purpose of acquiring the Shares, with total assets in excess of $5,000,000distribution; (e) none of the Undersigned is a trustSecurities purchased by the Purchaser shall be sold or otherwise transferred contrary to the provisions of this Subscription Agreement or any federal or state securities law, with total assets and the Purchaser understands that unless the Securities are subsequently registered under the U.S. Securities Act, they may not in excess of $5,000,000, not formed for the purpose of acquiring the Units, whose purchase is directed any event be sold or transferred except by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating valid exemption from registration under the merits and risks of the prospective investment; orU.S. Securities Act; (f) any and all certificates representing the Undersigned Securities purchased and any and all securities issued in replacement thereof or in exchange thereof shall bear the following legend or one substantially similar thereto, which the Purchaser has read and understands: “THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE ACT, PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.” (g) the Company shall have the right to issue stop transfer instructions on its official stock records, and the Purchaser acknowledges that the Company has informed the Purchaser of its intention to issue such instructions: (h) there is an entity currently no trading market in which all these Securities of the equity owners are accredited investorsCompany, and the Company presently has no plans to register the Securities, so that there may never be a public trading market for the Securities, with consequent possible indefinite illiquidity of the Securities; (i) hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Securities Act. F. The Undersigned is sufficiently experienced (j) at no time has it been explicitly or implicitly represented, guaranteed or warranted to the Purchaser by the Company, its management, the agents or employees of the Company or any other person: (i) that the Purchaser will be able to transfer the Securities on any particular date; (ii) that if and when the Purchaser may wish to transfer the Securities, such securities will be validly transferable under federal and applicable state securities laws; (iii) that the Purchaser will realize any percentage or amount of profit, gain or other consideration as a result of any investment it has made or will make in financial and business matters to be capable of evaluating the merits and risks of his investments, including an Company; or (iv) that the Purchaser or other shareholders will receive any dividends or other distributions from the Company at any time; (k) investment in the CorporationSecurities is a long-term, speculative investment which involves a substantial risk of loss to the Purchaser of its entire investment; that the Purchaser takes full cognizance of and responsibility for the risks related to make an informed decision relating thereto and to protect his own interests in connection with the purchase of the Units; G. The Undersigned, in making Securities; the decision to subscribe for the Units, has relied upon an independent investigation made by him and, prior to entering into this Subscription Agreement, has been given access and the opportunity to ask questions of and to receive answers from officers of the Corporation concerning the terms and conditions of subscribing for the Units and has received complete and satisfactory answers to such inquiries; H. Based upon the Undersigned’s independent investigation, the Undersigned has made his own independent determination to subscribe for the Units; I. The Undersigned is, in relation to his total investment status and net worth, making only a reasonable commitment to the Corporation and is able to bear the economic risk of the investment, including the possible loss of his entire investment; J. The Undersigned is making an investment in the Corporation without the expectation or desire for a resale or distribution with respect thereto; K. The Undersigned Purchaser has no need for liquidity with respect to its investment either now or within the Undersigned’s foreseeable future; and the Purchaser can bear a complete loss of its investment in the Corporationwithout undue hardship to itself; L. The Undersigned recognizes (l) the Purchaser and its purchaser representative, if any, has been afforded an opportunity to examine such documents and obtain such information, including the Company’s financial statements concerning the Company as it may have requested, and the Purchaser has had the opportunity to request such other information and ask questions of the officers and directors of the Company (and all information so requested has been provided) for the purpose of verifying the information furnished to it and for answering any question it may have had concerning the business, prospects and affairs of the Company; (m) the Purchaser understands and acknowledges that any projections or financial forecasts of the Company may likely prove to be incorrect in view of the early stage of the Company’s development; and no assurance has been given to it that actual results will correspond in any meaningful way with the results contemplated by the various projections, financial forecasts or predictions; and (n) the Purchaser has been advised to consult with its own investment adviser, attorney, and accountant regarding the Company’s prospects and legal and tax matters, concerning an investment in the Shares involves special risksCompany, includingand has done so, but not limited to, those set forth in all of the Corporation’s reports filed pursuant to the 1934 Act filed with the Commission prior extent it consider that to the date of this Subscription Agreement;be necessary. 1 “U.S. person” is defined under Regulation S as: M. The Undersigned is aware of the restrictions on transfer of the Shares, the Warrant and the Warrant Shares imposed by the 1933 Act and applicable state securities laws and hereby consents to the placement of the following restrictive legends on the certificates representing the Shares, the agreement representing the Warrant and the certificates representing the Warrant Shares: THE SHARES REPRESENTED BY THIS CERTIFICATE] [THE WARRANT AND SECURITIES ISSUABLE UPON THE EXERCISE HEREOF] HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENT OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. N. The Undersigned further understands that the certificates representing Shares and the Warrant Shares and the agreement representing the Warrant held by officers, directors, or other affiliates of the Corporation may contain additional restrictive legends required by law; O. The Undersigned acknowledges that he is not subscribing for the Units as a result of or pursuant to any of the following: (i) any advertisement, article, notice or other communication published Any natural person resident in any newspaper, magazine or similar media outlet or broadcast over television or radio; or the United States; (ii) Any partnership or corporation organized or incorporated under the laws of the United States; (iii) Any estate of which any seminar executor or meeting whose attendeesadministrator is a U.S. person; (iv) Any trust of which any trustee is a U.S. person; (v) Any agency or branch of a foreign entity located in the United States; (vi) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, including the Undersigned, had been invited as a result ofincorporated, or pursuant to, any of (if an individual) resident in the foregoing; P. The Undersigned understands that all information which the Undersigned has provided to the Corporation concerning himself and his financial position, and his knowledge of financial and business matters is correct and complete as of the date set forth herein and, if there should be any material change in such information prior to the Undersigned having paid his subscription in full, that the Undersigned must immediately provide the Corporation with such informationUnited States; and Q. The Undersigned acknowledges that he has been provided (viii) Any partnership or corporation if: (A) Organized or incorporated under the laws of any foreign jurisdiction; and (B) formed by a U.S. person principally for the Corporation material non-public information regarding purpose of investing any securities not registered under the Corporation which he must maintain in confidence pursuant to the terms of the [name of Confidentiality Agreement and date of it]Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Undersigned acknowledges that the U.S. securities laws prohibit him from trading in ViewCast’s common stock while he is in possession of material non-public information Act) who are not natural persons, estates or from communicating to another person the material non-public information under circumstances where it is reasonably foreseeable that such person is likely to trade ViewCast’s common stocktrusts.