Common use of Subscription for Shares Clause in Contracts

Subscription for Shares. (A) The Investor hereby subscribes for and agrees to purchase Shares in one or more Portfolios indicated above and in the dollar amount(s) set forth above. Upon completion of this Subscription Agreement, the Investor should send this agreement to the Trust’s address, which is noted in the Investment Procedures. After the Trust has reviewed the completed Subscription Agreement, the Investor will receive telephonic notice of the acceptance or non-acceptance of the subscription. If the subscription is accepted by the Trust, the Investor agrees to wire immediately available funds in the amounts indicated on the Investor Profile Form to the appropriate account(s) established for the Portfolios indicated under Wiring Instructions. (B) The Investor agrees that, unless the Trust is otherwise specifically notified, this subscription will be treated as a subscription for Shares in the indicated Portfolio(s) to become effective following the satisfaction of all conditions specified in Section I(C) of this Subscription Agreement, unless otherwise agreed by the Trust. (C) The Investor understands and agrees that this subscription for the Shares is ineffective and that the Investor will not become a shareholder of the Trust until: (i) the Investor completes all applicable information requested in this Subscription Agreement, (ii) the Investor executes this Subscription Agreement and delivers it to the Trust or its agent, (iii) the Trust accepts the Subscription Agreement, and (iv) the Trust can and has confirmed that the subscription amount has been received in the appropriate account(s) established for the Portfolios. (D) The Investor understands and agrees that the Trust may reject this subscription for Shares for any reason or no reason, in whole or in part, and at any time prior to its acceptance. (E) The Investor hereby elects to treat all distributions of income as the Investor has indicated under “Election of Dividends” on the Investor Profile Form. (F) The Investor understands and agrees that, unless otherwise indicated under “Election of Dividends” on the Investor Profile Form, the Investor will be deemed to have elected to reinvest all distributions of income and capital gains. (G) The Investor agrees that each representation and warranty set forth herein shall be deemed to be made and repeated as of each date of each such additional investment and that any such investment must be in accordance with the terms of the PPM and SAI as in effect on the date the investment is made.

Subscription for Shares. At the Closing, the Company will issue and allot to each Purchaser, and each Purchaser will, severally and not jointly, subscribe for the number of shares of restricted American Depositary Shares (A) The Investor hereby subscribes for and agrees to purchase Shares in the “Shares”), each representing one or more Portfolios indicated above and Series A Convertible Preference Share, par value £0.05 per share, in the dollar amount(s) capital of the Company (each, a “Series A Preference Share”), set forth aboveopposite such Purchaser’s name on Exhibit A hereto. Upon completion The purchase price for each Share shall be $0.15 (the “Purchase Price”). The Shares will be issued pursuant to a Preference Share Deposit Agreement to be dated as of this Subscription Agreementthe Closing Date by and among the Company, Citibank N.A. (the “Depositary”) and all holders and beneficial owners of the restricted American Depositary Shares issued thereunder as supplemented by a letter agreement of the same date between the Company and the Depositary (the Preference Share Deposit Agreement as so supplemented, the Investor should send this agreement to “Restricted Deposit Agreement”). The Series A Preference Shares shall have the Trust’s addressrights, which is noted preferences, privileges and restrictions set forth in the Investment Procedures. After the Trust has reviewed the completed Subscription Agreement, the Investor will receive telephonic notice of the acceptance or non-acceptance of the subscription. If the subscription is accepted by the Trust, the Investor agrees to wire immediately available funds in the amounts indicated on the Investor Profile Form to the appropriate account(s) established for the Portfolios indicated under Wiring Instructions. (B) The Investor agrees that, unless the Trust is otherwise specifically notified, this subscription will be treated as a subscription for Shares in the indicated Portfolio(s) to become effective following the satisfaction of all conditions specified in Section I(C) of this Subscription Agreement, unless otherwise agreed by the Trust. (C) The Investor understands and agrees that this subscription for the Shares is ineffective and that the Investor will not become a shareholder of the Trust until: (i) the Investor completes all applicable information requested in this Subscription Agreement, (ii) the Investor executes this Subscription Agreement and delivers it to the Trust or its agent, (iii) the Trust accepts the Subscription Agreement, and (iv) the Trust can and has confirmed that the subscription amount has been received in the appropriate account(s) established for the Portfolios. (D) The Investor understands and agrees that the Trust may reject this subscription for Shares for any reason or no reason, in whole or in part, and at any time prior to its acceptance. (E) The Investor hereby elects to treat all distributions of income as the Investor has indicated under “Election of Dividends” on the Investor Profile Form. (F) The Investor understands and agrees that, unless otherwise indicated under “Election of Dividends” on the Investor Profile Form, the Investor will be deemed to have elected to reinvest all distributions of income and capital gains. (G) The Investor agrees that each representation and warranty set forth herein shall be deemed to be made and repeated as of each date of each such additional investment and that any such investment must be in accordance with resolutions establishing the terms of the PPM and SAI Series A Preference Shares as in effect approved by the Company’s Board of Directors or a committee thereof pursuant to the authority conveyed on the date Board of Directors under the investment is madeCompany’s articles of association with the rights, preferences, privileges and restrictions set forth therein and substantially in the form attached hereto as Exhibit B (the “Series A Preference Share Terms”). Each ten (10) Series A Preference Shares shall be convertible into one ordinary share, par value £0.50 per share, in the capital of the Company (each, an “Ordinary Share”), which ordinary share will be represented by American Depositary Shares (“ADSs”). The ADSs will be issued pursuant to an Amended and Restated Deposit Agreement dated as of November 4, 2011 (as so amended and supplemented, the “Deposit Agreement”) by and among the Company, the Depositary and all holders and beneficial owners of ADSs issued thereunder.

Subscription for Shares. (A) The Investor Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares in one or more Portfolios indicated above and in the dollar amount(s) as is set forth aboveupon the signature page hereof at a price equal to $.005 US per Share. Upon completion execution, the subscription by the Subscriber will be irrevocable. The purchase price is payable by the Subscriber contemporaneously with the execution and delivery of this Subscription Agreement. Upon execution by the Company, the Investor should send this agreement Company agrees to sell such Shares to the Trust’s addressSubscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Shares, which is noted as it may, in its sole discretion, deem necessary or desirable. Any acceptance by the Investment Procedures. After the Trust has reviewed the completed Subscription Agreement, the Investor will receive telephonic notice Company of the acceptance or non-acceptance Subscriber is conditional upon compliance with all securities laws and other applicable laws of the subscriptionjurisdiction in which the Subscriber is resident. If Each Subscriber will deliver to the subscription is accepted Company all other documentation, agreements, representations and requisite government forms required by the Trust, lawyers for the Investor Company as required to comply with all securities laws and other applicable laws of the jurisdiction of the Subscriber. The Company will not grant any registration or other qualification rights to any Subscriber. The Subscriber agrees not to wire immediately available funds engage in the amounts indicated on the Investor Profile Form hedging transactions with regard to the appropriate account(s) established for Shares unless in compliance with the Portfolios indicated under Wiring Instructions. (B) Act. The Investor agrees that, unless the Trust is otherwise specifically notified, this subscription will be treated as a subscription for Shares in the indicated Portfolio(s) to become effective following the satisfaction of all conditions specified in Section I(C) of this Subscription Agreement, unless otherwise agreed by the Trust. (C) The Investor understands Subscriber acknowledges and agrees that this subscription for all certificates representing the Shares is ineffective will be endorsed with the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT” The Subscriber and the Company agree that the Investor Company will not become a shareholder refuse to register any transfer of the Trust until: (i) the Investor completes all applicable information requested in this Subscription Agreement, (ii) the Investor executes this Subscription Agreement and delivers it to the Trust or its agent, (iii) the Trust accepts the Subscription Agreement, and (iv) the Trust can and has confirmed that the subscription amount has been received in the appropriate account(s) established for the Portfolios. (D) The Investor understands and agrees that the Trust may reject this subscription for Shares for any reason or no reason, in whole or in part, and at any time prior to its acceptance. (E) The Investor hereby elects to treat all distributions of income as the Investor has indicated under “Election of Dividends” on the Investor Profile Form. (F) The Investor understands and agrees that, unless otherwise indicated under “Election of Dividends” on the Investor Profile Form, the Investor will be deemed to have elected to reinvest all distributions of income and capital gains. (G) The Investor agrees that each representation and warranty set forth herein shall be deemed to be not made and repeated as of each date of each such additional investment and that any such investment must be in accordance with the terms provisions of Regulation S of the PPM and SAI as in effect on Act, pursuant to registration under the date the investment is madeAct, or pursuant to an available exemption from registration.

Subscription for Shares. (A) The offer and sale of Shares in the Company is being made pursuant to a private placement exemption provided in Section 4(2) of the Securities Act and Rule 506 promulgated thereunder, by means of a private placement memorandum dated [●] 2020, as supplemented or amended (the “Memorandum”). Investor hereby irrevocably subscribes for and agrees to purchase Shares in one or more Portfolios indicated above on the terms provided for herein and in the dollar amount(s) Memorandum, and is delivering the Investment Amount set forth abovein Section 1 above with this subscription agreement as payment for the Shares. Upon completion of this Subscription Agreement, the Investor should send this agreement to the Trust’s address, which is noted in the Investment Procedures. After the Trust has reviewed the completed Subscription Agreement, the Investor will receive telephonic notice of the acceptance or non-acceptance of the subscription. If the subscription is accepted by the Trust, the The Investor agrees to wire immediately available funds and understands the terms and conditions upon which the Shares are being offered, including, without limitation, the risk factors referred to in the amounts indicated on the Investor Profile Form to the appropriate account(s) established for the Portfolios indicated under Wiring InstructionsMemorandum. (B) The Investor agrees that, unless the Trust is otherwise specifically notified, this subscription Shares will be treated purchased and sold, and the Investor admitted as a shareholder of the Company, when the Company accepts the Investor’s subscription for Shares in and payment for the indicated Portfolio(s) to become effective following the satisfaction of all conditions specified in Section I(C) of this Subscription Agreement, unless otherwise agreed Shares is received by the TrustCompany (the “Closing”). The Closing will be as of such date (the “Closing Date”) as is specified by the Company in a notice to the Investor whose subscription for Shares is accepted as of such Closing Date. Shares subscribed for herein shall not be deemed to be issued to, or owned by, the Investor prior to the Closing. (C) The Investor understands and agrees that this the Company has the right, to be exercised in its sole discretion, to accept or reject any subscription in whole or in part for the Shares is ineffective and that the Investor will not become a shareholder period of 30 days after receipt of the Trust until: (i) subscription. Any subscription not accepted within 30 days of receipt shall be deemed rejected. In the Investor completes all applicable information requested in event of rejection of this Subscription Agreementsubscription, (ii) the Investor executes this Subscription Agreement and delivers it to the Trust shall have no force or its agent, (iii) the Trust accepts the Subscription Agreement, and (iv) the Trust can and has confirmed that the subscription amount has been received in the appropriate account(s) established for the Portfolioseffect. (D) The effectiveness of this Subscription Agreement and the obligation of the Investor understands to be bound hereunder shall be subject to the satisfaction of the following conditions at Closing: (1) On the Closing Date, the Investor’s subscription hereunder shall be permitted by the laws and agrees that regulations of each jurisdiction to which the Trust may reject this subscription for Shares for any reason or no reason, in whole or in part, and at any time prior to its acceptanceInvestor is subject. (E2) The Investor hereby elects to treat all distributions of income as the Investor has indicated under “Election of Dividends” If on the Investor Profile Form. (F) The Investor understands and agrees that, unless otherwise indicated under “Election Closing Date any of Dividends” on the Investor Profile Formconditions specified in this Subscription Agreement shall not have been fulfilled, the Investor will shall, upon delivery of written notice to the Company prior to the Closing Date, be deemed to have elected to reinvest relieved of all distributions of income and capital gainsfurther obligations under this Subscription Agreement. (G) The Investor agrees that each representation and warranty set forth herein shall be deemed to be made and repeated as of each date of each such additional investment and that any such investment must be in accordance with the terms of the PPM and SAI as in effect on the date the investment is made.

Subscription for Shares. (A) The Investor Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase Shares in one or more Portfolios indicated above and in from the dollar amount(s) Company such number of shares of Common Stock as set forth above. Upon completion of this upon the signature page hereof (the “Subscription AgreementShares”) at a price payable in cash equal to $0.80 per Subscription Share, and the Investor should send this agreement Company agrees to sell and issue such Subscription Shares to the Trust’s address, which is noted in Subscriber for such purchase price. This Agreement shall be effective on the Investment Procedures. After the Trust has reviewed the completed Subscription Agreement, the Investor will receive telephonic notice later of the acceptance or non-acceptance date of the subscription. If the subscription is accepted by the Trust, the Investor agrees to wire immediately available funds in the amounts indicated on the Investor Profile Form to the appropriate account(s) established for the Portfolios indicated under Wiring Instructions. (B) The Investor agrees that, unless the Trust is otherwise specifically notified, this subscription will be treated as a subscription for Shares in the indicated Portfolio(s) to become effective following the satisfaction of all conditions specified in Section I(C) of this Subscription Agreement, unless otherwise agreed by the Trust. (C) The Investor understands and agrees that this subscription for the Shares is ineffective and that the Investor will not become a shareholder of the Trust until: (i) acceptance by the Investor completes all applicable information requested in this Subscription Agreement, Company or (ii) the Investor executes receipt by the Company of payment in full for the Subscription Shares (the “Effective Date”). The certificate for the Subscription Shares shall be delivered by the Company within five days following the Effective Date. The Subscriber agrees that he will not, for a period of Seven Hundred Thirty (730) days from the Effective Date (the “Lock-up Period”), directly or indirectly, sell, transfer, assign or hypothecate any of the Subscription Shares except for the transfer of up to an aggregate of fifty percent (50%) of the Subscription Shares to (i) his spouse and/or his children or any trust set up for the benefit of his spouse and/or children or (ii) any entity that is an Affiliate of the Subscriber; provided that, any such transferees shall be bound by the restrictions set forth in this Subscription Agreement and delivers it and, to the Trust or its agentextent requested by the Company, (iii) shall agree in writing to be bound by the Trust accepts provisions of this Agreement by executing a joinder in a form reasonably acceptable to the Subscription Company. Notwithstanding the foregoing, if the Subscriber’s employment with the Company under that certain Employment Agreement, and (iv) dated March 16, 2009, is terminated by the Trust can and has confirmed that the subscription amount has been received in the appropriate account(s) established for the Portfolios. (D) The Investor understands and agrees that the Trust may reject this subscription for Shares Company for any reason or no reason, in whole or in part, and at any time prior to its acceptance. (E) The Investor hereby elects to treat all distributions the expiration of income as the Investor has indicated under “Election of Dividends” on the Investor Profile Form. (F) The Investor understands and agrees thatLock-up Period, unless otherwise indicated under “Election of Dividends” on the Investor Profile Form, the Investor will then such Lock-up Period shall be deemed to have elected expired as well. For purposes of this Agreement, such permitted transferees are referred to reinvest all distributions herein as “Permitted Transferees”. For purposes of income and capital gains. this Agreement, “Affiliate” of a Person (Gas defined below) The Investor agrees that each representation and warranty set forth herein shall be deemed to be made and repeated as of each date of each such additional investment and that means any such investment must be in accordance other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the terms first Person. For purposes of the PPM and SAI as in effect on the date the investment is madethis Agreement, “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

Subscription for Shares. 1.1 Subscriber hereby deposits with the Union Bank & Trust, Denver, Colorado, the amount set forth in (Ab) above via wire transfer or certified or bank check payable to "Schnxxxxx Xxxurities, Inc., in favor of Triple I Corporation." Should this Subscription Agreement not be accepted by the Company or the terms and conditions of this Offering not be satisfied, the funds deposited herewith shall be returned to Subscriber without interest accrued thereon, net of bank fees. 1.2 Upon receipt and acceptance by the Corporation of subscriptions for a minimum of 500,000 Shares or $500,000 (the "Minimum Offering") under this Agreement, there shall be an initial closing (the "Initial Closing") of the purchase of the Shares. Immediately prior to the Initial Closing, the Corporation will merge with Orbis, Inc., a publicly-held Rhode Island corporation ("Orbis"). As part of the merger by and between the Corporation and Orbis, Orbis will change its name to Industrial Imaging Corporation, which shall continue to operate the business of the Corporation as described in the Memorandum. In the merger, all of the Corporation's securities will be exchanged for similar securities of Industrial Imaging Corporation, on a one-for-one basis. The Investor hereby subscribes for Subscriber acknowledges that the Shares of Common Stock purchased hereunder shall be shares of Common Stock, $.01 par value per share, of Industrial Imaging Corporation. Accordingly, the Subscriber shall receive within five (5) days after the relevant closing a stock certificate representing the Shares of Common Stock of Industrial Imaging Corporation. Such shares shall be registered in the Subscriber's name as set forth in the applicable purchaser questionnaire completed and agrees to purchase Shares executed by the Subscriber in connection herewith. Thereafter, one or more Portfolios indicated above and additional closings may take place (collectively, the "Closings") until all Shares are subscribed for or until the Offering terminates, in accordance with the terms as set forth in the dollar amount(s) set forth aboveMemorandum. Upon completion of this Subscription AgreementThe Shares issued hereunder, the Investor should send this agreement when delivered to the Trust’s addressSubscriber in accordance with the terms hereof, which is noted in the Investment Procedures. After the Trust has reviewed the completed Subscription Agreement, the Investor will receive telephonic notice shall be duly authorized by appropriate corporate action and shall constitute validly issued and outstanding securities of the acceptance or non-acceptance of the subscription. If the subscription is accepted by the Trust, the Investor agrees to wire immediately available funds in the amounts indicated on the Investor Profile Form to the appropriate account(s) established for the Portfolios indicated under Wiring InstructionsCorporation. (B) The Investor agrees that, unless the Trust is otherwise specifically notified, this subscription will be treated as a subscription for Shares in the indicated Portfolio(s) to become effective following the satisfaction of all conditions specified in Section I(C) of this Subscription Agreement, unless otherwise agreed by the Trust. (C) The Investor understands and agrees that this subscription for the Shares is ineffective and that the Investor will not become a shareholder of the Trust until: (i) the Investor completes all applicable information requested in this Subscription Agreement, (ii) the Investor executes this Subscription Agreement and delivers it to the Trust or its agent, (iii) the Trust accepts the Subscription Agreement, and (iv) the Trust can and has confirmed that the subscription amount has been received in the appropriate account(s) established for the Portfolios. (D) The Investor 1.3 Subscriber hereby understands and agrees that the Trust may Corporation reserves the right to reject this subscription for Shares for any reason or no reasonthe Shares, in as a whole or in part, and at any time time, notwithstanding prior to its acceptance. (E) The Investor hereby elects to treat all distributions receipt by Subscriber of income as notice of acceptance by the Investor has indicated under “Election Corporation of Dividends” on the Investor Profile Form. (F) The Investor understands and agrees thatSubscription, unless otherwise indicated under “Election of Dividends” on if in the Investor Profile Form, the Investor will be deemed to have elected to reinvest all distributions of income and capital gains. (G) The Investor agrees that each representation and warranty set forth herein shall be deemed Corporation's judgment it deems such action to be made and repeated as in the best interest of each date the Corporation. In the event of each such additional investment and that any such investment must rejection of this Subscription, or a portion thereof, or if the Minimum Offering is not completed, said payment will promptly be returned to Subscriber, in accordance with Section 1.1 of this Agreement, and this Subscription Agreement shall have no force or effect. If this subscription is accepted, then upon closing the terms funds specified above shall be deposited in the general account of the PPM Corporation and SAI the Shares will be delivered to Subscriber in accordance with Section 1.2. 1.4 Subscriber agrees that he will not transfer or assign this Subscription Agreement or any of Subscriber's interest herein. Subscriber may not cancel, terminate or revoke this Subscription Agreement, and this Subscription Agreement will be binding upon Subscriber's successors and assigns. 1.5 The Subscriber undertakes to execute and deliver to the Corporation within five (5) days after receipt of the Corporation's request therefor, such further designations, powers of attorney, proxies, consents, and other instruments as the Corporation deems necessary or appropriate to carry out the provisions of this Agreement, and the merger by and between the Corporation and Orbis. 1.6 The Subscriber acknowledges that the Shares are being sold to him pursuant to exemptions from the registration provisions of the Securities Act of 1933, as amended (the "Act") and the securities laws of the state of his legal residence, in effect on reliance upon the date representations made by the investment is madeSubscriber herein.

Subscription for Shares. (A) The offer and sale of Shares in the Fund is being made pursuant to a private placement exemption provided in Section 4(2) of the Securities Act and Rule 506 promulgated thereunder, by means of a private placement memorandum dated April 1, 2022, as supplemented or amended (the “Memorandum”). Investor hereby irrevocably subscribes for and agrees to purchase Shares in one or more Portfolios indicated above on the terms provided for herein and in the dollar amount(s) Memorandum, and is delivering the Investment Amount set forth abovein Section 1 above with this subscription agreement as payment for the Shares. Upon completion of this Subscription Agreement, the Investor should send this agreement to the Trust’s address, which is noted in the Investment Procedures. After the Trust has reviewed the completed Subscription Agreement, the Investor will receive telephonic notice of the acceptance or non-acceptance of the subscription. If the subscription is accepted by the Trust, the The Investor agrees to wire immediately available funds and understands the terms and conditions upon which the Shares are being offered, including, without limitation, the risk factors referred to in the amounts indicated on the Investor Profile Form to the appropriate account(s) established for the Portfolios indicated under Wiring InstructionsMemorandum. (B) The Investor agrees that, unless the Trust is otherwise specifically notified, this subscription Shares will be treated purchased and sold, and the Investor admitted as a shareholder of the Fund, when the Fund accepts the Investor’s subscription for Shares in and payment for the indicated Portfolio(s) to become effective following the satisfaction of all conditions specified in Section I(C) of this Subscription Agreement, unless otherwise agreed Shares is received by the TrustFund (the “Closing”). The Closing will be as of such date (the “Closing Date”) as is specified by the Fund in a notice to the Investor whose subscription for Shares is accepted as of such Closing Date. Shares subscribed for herein shall not be deemed to be issued to, or owned by, the Investor prior to the Closing. (C) The Investor understands and agrees that this the Fund has the right, to be exercised in its sole discretion, to accept or reject any subscription in whole or in part for the Shares is ineffective and that the Investor will not become a shareholder period of 30 days after receipt of the Trust until: (i) subscription. Any subscription not accepted within 30 days of receipt shall be deemed rejected. In the Investor completes all applicable information requested in event of rejection of this Subscription Agreementsubscription, (ii) the Investor executes this Subscription Agreement and delivers it to the Trust shall have no force or its agent, (iii) the Trust accepts the Subscription Agreement, and (iv) the Trust can and has confirmed that the subscription amount has been received in the appropriate account(s) established for the Portfolioseffect. (D) The effectiveness of this Subscription Agreement and the obligation of the Investor understands to be bound hereunder shall be subject to the satisfaction of the following conditions at Closing: (1) On the Closing Date, the Investor’s subscription hereunder shall be permitted by the laws and agrees that regulations of each jurisdiction to which the Trust may reject this subscription for Shares for any reason or no reason, in whole or in part, and at any time prior to its acceptanceInvestor is subject. (E2) The Investor hereby elects to treat all distributions of income as the Investor has indicated under “Election of Dividends” If on the Investor Profile Form. (F) The Investor understands and agrees that, unless otherwise indicated under “Election Closing Date any of Dividends” on the Investor Profile Formconditions specified in this Subscription Agreement shall not have been fulfilled, the Investor will shall, upon delivery of written notice to the Fund prior to the Closing Date, be deemed to have elected to reinvest relieved of all distributions of income and capital gainsfurther obligations under this Subscription Agreement. (G) The Investor agrees that each representation and warranty set forth herein shall be deemed to be made and repeated as of each date of each such additional investment and that any such investment must be in accordance with the terms of the PPM and SAI as in effect on the date the investment is made.

Subscription for Shares. (A) The Investor Subscriber hereby subscribes for and agrees to purchase Shares in one or more Portfolios indicated above from the Company and the Company hereby agrees to sell to the Subscriber 925,747 shares of Common Stock and, subject to the provisions of this paragraph, a warrant to purchase 185,150 shares of Common Stock (the "Warrant"), which Warrant will be in the dollar amount(sform attached hereto as Exhibit A, for an aggregate purchase price of US$3,000,000 (which it is agreed represents the product of (x) set forth abovethe number of shares of Common Stock subscribed for hereunder and (y) 85% of the average of the closing prices for shares of Common Stock on the Nasdaq SmallCap Market during the five trading days immediately preceding the date hereof) (the "Subscription Price"). The Subscription Price shall be payable by the Subscriber by wire transfer to the Company's account identified on Exhibit B attached hereto in accordance with the following: (i) a tranche of one million five hundred thousand dollars ($1,500,000) ("Tranche A") shall be sold by the Company and purchased by the Subscriber immediately upon the execution of this Agreement; and (ii) a second tranche ("Tranche B") may be sold by the Company and purchased by the Subscriber upon written notice from the Company electing that Tranche B be closed within forty-eight (48) hours of receipt of such notice by the Subscriber. In the event that the Subscriber receives such written notice electing that the Tranche B transaction be consummated, the Subscriber shall be obligated to purchase such securities within the forty-eight (48) hour period designated in the written notice. The Company's option with respect to Tranche B shall not be exercisable until the Company's gaming software has been installed and is available to paying passengers in the entire cabin of one Singapore Airlines B747, B777, or A340 aircraft and shall expire if not exercised within six (6) months of the date hereof. The Company is obligated to exercise its option with respect to Tranche B within 30 days of completion of the aforementioned flight. Upon completion delivery to the Company of the Subscription Price, the proper officers of the Company shall execute and deliver to the Subscriber certificates representing said shares of Common Stock. If (and only if) , the Subscriber still holds all of the Shares of Common Stock purchased hereunder six months from the respective dates of consummation of Tranche A and Tranche B, the proper officers of the Company on that date shall execute and deliver to the Subscriber the Warrant. The subscriber acknowledges that, by signing this Subscription Agreement, he is making an irrevocable offer to purchase shares of Common Stock and the Investor should send this agreement to the Trust’s address, which is noted in the Investment ProceduresWarrant. After the Trust has reviewed the completed Subscription Agreement, the Investor will receive telephonic notice of the acceptance or non-acceptance of the subscription. If the subscription is accepted by the Trust, the Investor agrees to wire immediately available funds in the amounts indicated on the Investor Profile Form to the appropriate account(s) established for the Portfolios indicated under Wiring Instructions. (B) The Investor agrees that, unless the Trust is otherwise specifically notified, this subscription will be treated as a subscription for Shares in the indicated Portfolio(s) to become effective following the satisfaction of all conditions specified in Section I(C) of this Subscription Agreement, unless otherwise agreed by the Trust. (C) The Investor Subscriber understands and agrees that this subscription for is subject to acceptance by the Shares is ineffective Company, and that the Investor Company reserves the right to accept or reject this subscription. If this subscription is rejected, the Company will not become a shareholder of return the Trust until: (i) the Investor completes all applicable information requested in this Subscription Agreement, (ii) the Investor executes this Subscription Agreement and delivers it to the Trust or its agent, (iii) the Trust accepts Subscriber's payment for the Subscription Agreement, and (iv) the Trust can and has confirmed that the subscription amount has been received in the appropriate account(s) established for the PortfoliosPrice. (D) The Investor understands and agrees that the Trust may reject this subscription for Shares for any reason or no reason, in whole or in part, and at any time prior to its acceptance. (E) The Investor hereby elects to treat all distributions of income as the Investor has indicated under “Election of Dividends” on the Investor Profile Form. (F) The Investor understands and agrees that, unless otherwise indicated under “Election of Dividends” on the Investor Profile Form, the Investor will be deemed to have elected to reinvest all distributions of income and capital gains. (G) The Investor agrees that each representation and warranty set forth herein shall be deemed to be made and repeated as of each date of each such additional investment and that any such investment must be in accordance with the terms of the PPM and SAI as in effect on the date the investment is made.

Subscription for Shares. (A) The Investor hereby subscribes for and agrees to purchase Shares in one or more Portfolios indicated above and in the dollar amount(s) set forth above. Upon completion of this Subscription Agreement, the Investor should send this agreement to the Trust’s address, which is noted in the Investment Procedures. After the Trust has reviewed the completed Subscription Agreement, the Investor will receive telephonic notice of the acceptance or non-acceptance of the subscription. If the subscription is accepted by the Trust, the Investor agrees to wire immediately available funds in the amounts indicated on the Investor Profile Form to the appropriate account(s) established for the Portfolios indicated under Wiring Instructions. (B) The Investor agrees that, unless the Trust is otherwise specifically notified, this subscription will be treated as a subscription for Shares in the indicated Portfolio(s) to become effective following the satisfaction of all conditions specified in Section I(C) of this Subscription Agreement, unless otherwise agreed by the Trust. (C) The Investor understands and agrees that this subscription for the Shares is ineffective and that the Investor will not become a shareholder of the Trust until: (i) the Investor completes all applicable information requested in this Subscription Agreement, (ii) the Investor executes this Subscription Agreement and delivers it to the Trust or its agent, (iii) the Trust accepts the Subscription Agreement, and (iv) the Trust can and has confirmed that the subscription amount has been received in the appropriate account(s) established for the Portfolios. (D) The Investor understands and agrees that the Trust Trust, in its absolute discretion, may reject this subscription for Shares for any reason or no reason, in whole or in part, and at any time prior to its acceptance. (E) The Investor hereby elects to treat all distributions of income as the Investor has indicated under “Election of Dividends” on the Investor Profile Form. (F) The Investor understands and agrees that, unless otherwise indicated under “Election of Dividends” on the Investor Profile Form, the Investor will be deemed to have elected to reinvest all distributions of income and capital gains. (G) The Investor agrees that each representation and warranty set forth herein shall be deemed to be made and repeated as of each date of each such additional investment and that any such investment must be in accordance with the terms of the PPM and SAI as in effect on the date the investment is made.