Common use of Understandings Clause in Contracts

Understandings. The undersigned understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for Closing unless the Company has given notice of acceptance of the undersigned's subscription by signing this Subscription Agreement and delivering it to Holder. b. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or the Company. c. The representations, warranties and agreements of the undersigned and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. In making an investment decision, Holders must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. The Offering is intended to be exempt from registration by virtue of Section 4(2) of the 1933 Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire. f. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the 1933 Act and Regulation D, any Holder may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. The shares may not be resold except as permitted under the securities act and applicable state securities laws, pursuant to registration or exemption therefrom. Holder should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

Understandings. The undersigned understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for Closing closing unless the Company has given notice of acceptance of the undersigned's subscription by signing this Subscription Agreement and delivering it to HolderPurchaser. b. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or the Company. c. The representations, warranties and agreements of the undersigned and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. In making an investment decision, Holders purchasers must rely on their own examination of the Company company and the terms of the Offeringoffering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. The Offering is intended to be exempt from registration by virtue of Section 4(2) of the 1933 Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire. f. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the 1933 Act and Regulation D, any Holder purchaser may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. The shares may not be resold except as permitted under the securities act and applicable state securities laws, pursuant to registration or exemption therefrom. Holder Purchasers should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

Understandings. The undersigned Holder understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for Closing unless the Company has given notice of acceptance of the undersigned's subscription by signing this Subscription Agreement and delivering it to Holder. b. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or the Company. c. b. The representations, warranties and agreements of the undersigned Holder and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. c. In making an investment decision, Holders must rely the Holder is relying on their its own examination of the Company and the terms of the Offering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. d. The Offering is intended to be exempt from registration by virtue of Section 4(2) of the 1933 Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire. f. e. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the 1933 Securities Act and Regulation D, any the Holder may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. f. The shares may not be resold except as permitted under the securities act and applicable state securities laws, pursuant to registration or exemption therefrom. Holder should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

Understandings. The undersigned Holder understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for Closing unless the Company has given notice of acceptance of the undersigned's subscription by signing this Subscription Agreement and delivering it to Holder. b. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or the Company. c. b. The representations, warranties and agreements of the undersigned Holder and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. c. In making an investment decision, Holders must rely the Holder is relying on their its own examination of the Company and the terms of the Offering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. d. The Offering is intended to be exempt from registration by virtue of Section 4(2) of the 1933 Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire. f. e. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the 1933 Act and Regulation D, any the Holder may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. f. The shares may not be resold except as permitted under the securities act and applicable state securities laws, pursuant to registration or exemption therefrom. Holder should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

Understandings. The undersigned understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for Closing closing unless the Company has given notice of acceptance of the undersigned's subscription by signing this Subscription Agreement and delivering it to HolderPurchaser. b. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or the Company. c. The representations, warranties and agreements of the undersigned and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. In making an investment decision, Holders purchasers must rely on their own examination of the Company company and the terms of the Offeringoffering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. The Offering is intended to be exempt from registration by virtue of Section 4(2) of the 1933 Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire. f. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the 1933 Act and Regulation D, any Holder purchaser may, at a minimum, be required to fulfill the investor Purchaser suitability requirements thereunder. g. The shares may not be resold except as permitted under the securities act and applicable state securities laws, pursuant to registration or exemption therefrom. Holder Purchasers should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

Understandings. The undersigned Holder understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for Closing unless the Company has given notice of acceptance of the undersigned's subscription by signing this Subscription Agreement and delivering it to Holder. b. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or the Company. c. b. The representations, warranties and agreements of the undersigned Holder and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. c. In making an investment decision, Holders must rely the Holder is relying on their its own examination of the Company and the terms of the Offering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. d. The Offering is intended to be exempt from registration by virtue of Section 4(2) of the 1933 Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire. f. e. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the 1933 Act and Regulation D, any the Holder may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. f. The shares may not be resold except as permitted under the securities act and applicable state securities laws, pursuant to registration or exemption therefrom. Holder should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

Understandings. The undersigned understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for Closing unless the Company has given notice of acceptance of the undersigned's ’s subscription by signing this Subscription Agreement and delivering it to Holder. b. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or the Company. c. The representations, warranties and agreements of the undersigned and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. In making an investment decision, Holders must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. The Offering is intended to be exempt from registration by virtue of Section 4(2) of the 1933 Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire. f. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the 1933 Act and Regulation D, any Holder may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. The shares may not be resold except as permitted under the securities act and applicable state securities laws, pursuant to registration or exemption therefrom. Holder should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

Understandings. The undersigned Purchaser understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected, in whole or in part, (1) The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Company in its sole Purchaser, and absolute discretion at that, except as required by law, the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any time before the date set for Closing unless the Company has given notice of acceptance agreements of the undersigned's subscription by signing Purchaser hereunder and that if the Purchaser is an individual this Subscription Agreement shall survive the death or disability of the Purchaser and delivering it shall be binding upon and inure to Holderthe benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns. b. (2) No U.S. federal or state agency or any agency of any other jurisdiction authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or Securities. Any representation to the Company. c. The representations, warranties and agreements of the undersigned and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. contrary is a criminal offense. In making an investment decision, Holders Purchaser must rely on their its own examination of the Company and the terms of the Offering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. (3) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the 1933 Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned Purchaser herein and in the Purchaser Questionnaire. f. (4) Notwithstanding the registration obligations described in the Amended and Restated Registration Rights Agreement, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the 1933 Securities Act and Regulation D, any Holder transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. (5) The Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. (6) The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public information of which the Purchaser is aware. (7) The Purchaser agrees that beginning on the date hereof until the Offering is publicly announced by the Company (which the Company has represented will occur as soon as practicable), the Purchaser will not enter into any Short Sales. For purposes of the foregoing sentence, a “Short Sale” by a Purchaser means a sale of Common Stock that is marked as a short sale and that is executed at a time when such Purchaser has no equivalent offsetting long position in the Common Stock, exclusive of the Shares. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, all Common Stock that would be issuable upon exercise in full of all options then held by such Purchaser (assuming that such options were then fully exercisable, notwithstanding any provisions to the contrary, and giving effect to any exercise price adjustments scheduled to take effect in the future) shall be deemed to be held long by such Purchaser. (8) Notwithstanding anything contained herein, the number of shares may not be resold except as permitted under of Common Stock issued or issuable by the securities act and applicable state securities laws, Company: (i) upon exercise of all or any portion of the Warrant and (ii) upon exercise of the warrant to purchase Common Stock issued to Purchaser in July 2005 (the “July ▇▇▇▇ ▇▇▇▇▇▇▇”). when added together with the 2 million shares of Common Stock issued to Purchaser pursuant to registration or exemption therefrom. Holder should the Securities Purchase Agreement (collectively, the “Aggregated Shares”), shall not exceed 19.99% of the outstanding shares of Common Stock as of May 16, 2006 (the “Maximum Common Stock Issuance”), unless the issuance of that number of Aggregated Shares that would result in Purchaser owning in excess of the Maximum Common Stock Issuance shall first be aware that they will be required to bear approved by the financial risks of this investment for an indefinite period of timeCompany’s stockholders.

Understandings. The undersigned Each of the Purchasers understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected(1) Each Purchaser hereby acknowledges and agrees that the subscription hereunder, in whole or in part, once accepted by the Company Company, is irrevocable by such Purchaser save as otherwise provided in its sole Section A(5) hereof, and absolute discretion at that, except as required by law, such Purchaser is not entitled to cancel, terminate or revoke this Agreement or any time before agreements of such Purchaser hereunder, except that the date set for Closing unless obligations under this Agreement shall not survive the Company has given notice of acceptance death or disability of the undersigned's subscription by signing this Subscription Agreement and delivering it to HolderPurchaser. b. (2) No U.S. federal or state agency or any agency of any other jurisdiction authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or Securities. Any representation to the Company. c. The representations, warranties and agreements of the undersigned and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. contrary is a criminal offense. In making an investment decision, Holders Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. (3) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the 1933 Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned Purchaser herein and in the Purchaser Questionnaire. f. (4) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the 1933 Securities Act and Regulation D, any Holder transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. (5) The shares may not Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be resold kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public information of which the Purchaser is aware. Except for pro forma and projected financial information and except as permitted under for the securities act terms of the Transaction Documents and applicable state securities lawsthe fact that the Company is considering consummating the transactions contemplated therein, pursuant the Company confirms that neither the Company nor, to registration its knowledge, any other person acting on its behalf, has provided any of the Purchasers or exemption therefrom. Holder should be aware their agents or counsel with any information that they will be required to bear the financial risks of this investment for an indefinite period of timeconstitutes material, non-public information.

Understandings. The undersigned Each of the Purchasers understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected, in whole or in part, (1) That the subscription hereunder is irrevocable by the Purchaser, and that, except as required by law, the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Purchaser hereunder. The execution of this Agreement by the Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company or the Placement Agent to accept any subscription or complete the Offering. The Company may in its sole and absolute discretion terminate this Offering or reject any subscription at any time before prior to the date set for Closing unless sale of the Securities to any Purchaser. If the Company has given notice accepts a subscription for Securities made by a Purchaser, it shall countersign this Agreement within one business day of acceptance of the undersigned's subscription its submission by signing this Subscription Agreement and delivering it to HolderPurchaser. b. (2) No U.S. federal or state agency or any agency of any other jurisdiction authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or Securities. Any representation to the Company. c. The representations, warranties and agreements of the undersigned and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. contrary is a criminal offense. In making an investment decision, Holders Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. (3) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the 1933 Securities Act and the provisions of Rule 506 of Regulation D thereunder, and to fall within the policy position taken by the SEC in assuming the SEC’s no-action letters Black Box Incorporated, June 26, 1990 and Squadron, Ellenoff, Pleasant & L▇▇▇▇▇, February 28, 1992, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned Purchaser herein and in the Purchaser Questionnaire. f. (4) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the 1933 Securities Act and Regulation D, and the policy position taken by the SEC in assuming the SEC’s no-action letters Black Box Incorporated, June 26, 1990 and Squadron, Ellenoff, Pleasant & L▇▇▇▇▇, February 28, 1992, any Holder transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. (5) The shares may not Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be resold except as permitted under kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities act to the extent such trading is on the basis of material, non-public information of which the Purchaser is aware. Except for the terms of the transaction documents and applicable state securities lawsthe fact that the Company is considering consummating the transactions contemplated therein, pursuant the Company confirms that neither the Company nor, to registration its knowledge, any other person acting on its behalf, has provided any of the Purchasers or exemption therefrom. Holder should be aware their agents or counsel with any information that they will be required constitutes material, non-public information. (6) The Purchaser agrees that, prior to bear the financial risks earliest to occur of (i) the termination of this Agreement, (ii) the effective date of the Registration Statement or (iii) the Required Effectiveness Date, such Purchaser shall not, and shall cause its affiliates not to, engage, directly or indirectly, in (a) a Prohibited Transaction nor (b) any sale, assignment, pledge, hypothecation, put, call, or other transfer of any of the shares of Common Stock, warrants or other securities of the issuer acquired hereunder. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment for an indefinite period vehicle whereby separate portfolio managers manage separate portions of timesuch Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio managers that have knowledge about the financing transaction contemplated by this Agreement.

Understandings. The undersigned understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for Closing closing unless the Company has given notice of acceptance of the undersigned's ’s subscription by signing this Subscription Agreement and delivering it to Holder. b. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or the Company. c. The representations, warranties and agreements of the undersigned and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. In making an investment decision, Holders must rely on their own examination of the Company company and the terms of the Offeringoffering, including the merits and risks 18 VTSI.SUB involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. The Offering is intended to be exempt from registration by virtue of Section 4(2) of the 1933 Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire. f. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the 1933 Act and Regulation D, any Holder may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. The shares may not be resold except as permitted under the securities act and applicable state securities laws, pursuant to registration or exemption therefrom. Holder should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

Understandings. The undersigned Holder understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for Closing unless the Company has given notice of acceptance of the undersigned's subscription by signing this Subscription Agreement and delivering it to Holder. b. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or the Company. c. b. The representations, warranties and agreements of the undersigned Holder and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. c. In making an investment decision, Holders must rely Holder is relying on their its own examination of the Company and the terms of the Offering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. d. The Offering is intended to be exempt from registration by virtue of Section 4(2) of the 1933 Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire. f. e. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the 1933 Securities Act and Regulation D, any Holder may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. f. The shares may not be resold except as permitted under the securities act and applicable state securities laws, pursuant to registration or exemption therefrom. Holder should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

Understandings. The undersigned understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for Closing closing unless the Company has given notice of acceptance of the undersigned's ’s subscription by signing this Subscription Agreement and delivering it to Holder. b. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or the Company. c. The representations, warranties and agreements of the undersigned and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. In making an investment decision, Holders must rely on their own examination of the Company company and the terms of the Offeringoffering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. The Offering is intended to be exempt from registration by virtue of Section 4(2) of the 1933 Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire. f. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the 1933 Act and Regulation D, any Holder may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. The shares may not be resold except as permitted under the securities act and applicable state securities laws, pursuant to registration or exemption therefrom. Holder Holders should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

Understandings. The undersigned Holder understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for Closing unless the Company has given notice of acceptance of the undersigned's subscription by signing this Subscription Agreement and delivering it to Holder. b. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or the Company. c. b. The representations, warranties and agreements of the undersigned Holder and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. c. In making an investment decision, Holders must rely the Holder is relying on their its own examination of the Company and the terms of the Offering, including the merits and risks involved. The shares securities being sold hereby have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. d. The Offering is intended to be exempt from registration by virtue of Section 4(2) of the 1933 Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire. f. e. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the 1933 Act and Regulation D, any the Holder may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. f. The shares may not be resold except as permitted under the securities act and applicable state securities laws, pursuant to registration or exemption therefrom. Holder should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

Understandings. The undersigned understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERSsubscriber understands that: a. This Subscription may be rejectedA. The Shares are being offered in reliance on an exemption from registration provided by Regulation D under the Securities Act of 1933, in whole or in part, by as amended (the Company in its sole and absolute discretion at any time before the date set for Closing unless the Company has given notice of acceptance of the undersigned's subscription by signing this Subscription Agreement and delivering it to Holder. b. “Securities Act”). No U.S. federal or state agency or any agency of any other jurisdiction regulatory authority has made any finding or determination as to the fairness of the terms of the Offering offering for investment nor public investment, or any recommendation or endorsement of the Debentures or the CompanyShares. c. B. The representations, warranties Shares are subject to the restrictions on transferability and agreements of resale set forth in the undersigned Memorandum and the Limited Liability Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. In making an investment decision, Holders must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involvedAgreement. The shares Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, and will not be registered under the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. The Offering is intended to be exempt from registration by virtue of Section 4(2) of the 1933 Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire. f. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the 1933 Act and Regulation D, any Holder may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. The shares may not be transferred or resold unless an exemption from such registration is available. Other than transfers to the Fund in a redemption, transfers of Shares are expressly prohibited without the consent of ▇▇▇▇▇ ▇▇▇▇▇, which consent may be withheld in its sole discretion. No transfer of Shares will be permitted that would, in the opinion of counsel to the Fund, result in the Fund being required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, Shares may not be transferred or resold except as permitted under the securities act Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. C. The Fund has not been and will not be registered under the ▇▇▇▇ ▇▇▇. Holder should The Fund may not admit more than 100 Shareholders unless each Shareholder at the time of purchase is a “qualified purchaser” as defined in Section 2(a)(51)(A) of the 1940 Act and the rules thereunder. D. Except as provided under state securities laws, this subscription is irrevocable except that (i) the subscriber’s execution and delivery of this Subscription Agreement will not constitute an agreement between the Fund and the subscriber until this Subscription Agreement is accepted on behalf of the Fund and, if not so accepted, the subscriber’s subscription and obligations hereunder will terminate and (ii) the subscriber may withdraw all or a portion of this subscription at any time prior to the conclusion of the period designated for review of the Inspection Report distributed to the subscriber (the “Inspection Period”), which period will continue until at least the close of business on the third business day after distribution of the Inspection Report. The Fund may reject all or a portion of this subscription at any time prior to its acceptance at a closing if it is determined that the subscriber does not meet the Shareholder qualifications set forth in the Memorandum, or if the Investment Adviser, in its sole discretion, considers the deposited securities or a portion thereof inappropriate for investment in the Portfolio or considers such rejection to be aware that they in the best interest of the Fund or the Portfolio. E. The payment for Shares for which the subscriber has subscribed will be required effected by transferring Acceptable Securities of one or more issuers to bear the financial risks Fund. The exchange value of Acceptable Securities will be determined by or on behalf of the Investment Adviser as of the close of business on the business day immediately before each closing. The exchange value of readily marketable securities not subject to restriction on their disposition will be their market value. The exchange value of securities that are subject to restrictions on transfer (“Restricted Securities”) will be at a discount to the market value of freely tradable securities of the same class in the principal market in which such securities are normally traded. See “Determination of Net Asset Value and Valuation of Assets” in the Memorandum. The selling commission applicable to each subscriber, if any, will be subtracted from the exchange value of Acceptable Securities in determining the number of Shares to be issued to such subscriber. F. The securities delivered herewith will be held in escrow for release therefrom only at the time and in the manner and subject to the conditions specified under “Terms of the Offering” in the Memorandum. If (i) a closing does not occur after the deposit of securities by the subscriber, (ii) the subscriber withdraws all or a portion of this subscription at any time prior to the conclusion of the Inspection Period, or (iii) the Fund rejects all or a portion of this subscription prior to acceptance at a closing, then all or a portion, as the case may be, of the securities delivered herewith will be returned forthwith with dividends, if any, actually earned and received thereon. The subscriber’s securities will be returned to the account of the subscriber with the Designated Sub-Placement Agent unless the Escrow Agent is instructed differently by the subscriber. If this subscription is accepted in whole or in part and all other conditions are satisfied, the securities the subscriber has deposited which are so accepted will be invested in the Fund as a capital contribution and the subscriber will be admitted to the Fund as a Shareholder in accordance with the terms of the Memorandum and the Limited Liability Company Agreement. G. No assurance has been given (and no assurance is implied) by the Fund, the Investment Adviser, ▇▇▇▇▇ ▇▇▇▇▇, the Placement Agent, the Designated Sub-Placement Agent or any person on their behalf that the Fund or the Portfolio will meet their investment for an indefinite period of timeobjectives or generate a positive return.

Understandings. The undersigned Holder understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for Closing unless the Company has given notice of acceptance of the undersigned's subscription by signing this Subscription Agreement and delivering it to Holder. b. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or the Company. c. b. The representations, warranties and agreements of the undersigned Holder and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. c. In making an investment decision, Holders must rely the Holder is relying on their its own examination of the Company and the terms of the Offering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. d. The Offering is intended to be exempt from registration by virtue of Section 4(2) of the 1933 Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaire. f. e. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the 1933 Act and Regulation D, any the Holder may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. f. The shares may not be resold except as permitted under the securities act 1933 Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. Holder should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time. g. The Holder agrees not to short the Company's common shares during the Lock-Up Period.

Understandings. The undersigned Each of the Purchasers understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription (1) The Company may be rejected, in whole terminate this Offering or in part, by the Company reject any subscription at any time in its sole and absolute discretion at any time before discretion. The execution of this Agreement by the date set for Closing unless Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company has given notice of acceptance to accept any subscription or complete the Offering. (2) The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser, and that, except as required by law, the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of the undersigned's subscription by signing Purchaser hereunder and that if the Purchaser is an individual this Subscription Agreement shall survive the death or disability of the Purchaser and delivering it shall be binding upon and inure to Holderthe benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns. b. (3) No U.S. federal or state agency or any agency of any other jurisdiction authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or Securities. Any representation to the Company. c. The representations, warranties and agreements of the undersigned and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. contrary is a criminal offense. In making an investment decision, Holders each of the Purchasers must rely on their its own examination of the Company and the terms of the Offering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. (4) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the 1933 Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned Purchaser herein and in the Purchaser Questionnaire. f. (5) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the 1933 Securities Act and Regulation D, any Holder transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. (6) The shares may not be resold except as permitted under Purchaser acknowledges that the securities act Offering is confidential and applicable state securities laws, pursuant to registration or exemption therefrom. Holder should be aware non-public and agrees that they will be required to bear all information about the financial risks Offering (including the existence and terms of this investment Agreement) shall be kept in confidence by the Purchaser until the public announcement of the Offering by the Company. (7) The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public information of which the Purchaser is aware. Except for an indefinite period the terms of timethe Offering Documents and the fact that the Company is considering consummating the transactions contemplated therein, the Company confirms that neither the Company nor, to its knowledge, any other person acting on its behalf, has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information. (8) The Purchaser agrees that beginning on the date hereof until the later of (a) the date upon which the Note is converted in full into shares of Common Stock in accordance with the terms of the Note and (b) the Maturity Date (as defined in the Note), the Purchaser will not enter into any Short Sales.

Understandings. The undersigned Each of the Purchasers understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription (1) The Company may be rejected, in whole or in part, by the Company terminate this Offering at any time in its sole and absolute discretion at any time before discretion. The execution of this Agreement by the date set for Closing unless Purchaser or solicitation of the investment contemplated hereby shall create no obligation on the part of the Company has given notice of acceptance or the Placement Agents to accept any subscription or complete the Offering. (2) The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser, that, except as required by law, the Purchaser is not entitled to cancel, terminate or revoke this Agreement or any agreements of the undersigned's subscription by signing Purchaser hereunder and that if the Purchaser is an individual this Subscription Agreement shall survive the death or disability of the Purchaser and delivering it shall be binding upon and inure to Holderthe benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns. b. (3) No U.S. federal or state agency or any agency of any other jurisdiction authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or Shares. Any representation to the Company. c. The representations, warranties and agreements of the undersigned and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. contrary is a criminal offense. In making an investment decision, Holders Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. (4) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the 1933 Securities Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned Purchaser herein and in the Questionnaire. f. (5) There can be no assurance that the Purchaser will be able to sell or dispose of the Shares. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the 1933 Securities Act and Regulation D, any Holder transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. (6) The shares may Purchaser acknowledges that the information contained in this Agreement is confidential and non-public and agrees that all such information shall be kept in confidence by the Purchaser and neither used for the Purchaser’s personal benefit (other than in connection with this subscription) nor disclosed to any third party for any reason; provided, however, that this confidentiality obligation shall not be resold except apply to any such information that (i) is at the time of the disclosure under this Agreement already in the public domain, (ii) becomes part of the public domain (other than as permitted under the securities act and applicable state securities laws, pursuant to registration or exemption therefrom. Holder should be aware that they will be required to bear the financial risks a result of a breach of this investment for an indefinite period Agreement by the Purchaser) or (iii) is received by the Purchaser from third parties (other than third parties who disclose such information in violation of timeany obligation or duty to the Company). (7) The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public information of which the Purchaser is aware.

Understandings. The undersigned Each of the Purchasers understands, acknowledges and agrees with the Company as follows: FOR ALL SUBSCRIBERS: a. This Subscription may be rejected(1) Each Purchaser hereby acknowledges and agrees that the subscription hereunder, in whole or in part, once accepted by the Company Company, is irrevocable by such Purchaser save as otherwise provided in its sole Section A(5) hereof, and absolute discretion at that, except as required by law, such Purchaser is not entitled to cancel, terminate or revoke this Agreement or any time before agreements of such Purchaser hereunder, except that the date set for Closing unless obligations under this Agreement shall not survive the Company has given notice of acceptance death or disability of the undersigned's subscription by signing this Subscription Agreement and delivering it to HolderPurchaser. b. (2) No U.S. federal or state agency or any agency of any other jurisdiction authority has made any finding or determination as to the accuracy or adequacy of the Offering Documents or as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or Securities. Any representation to the Company. c. The representations, warranties and agreements of the undersigned and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. contrary is a criminal offense. In making an investment decision, Holders Purchasers must rely on their own examination of the Company and the terms of the Offering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. (3) The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the 1933 Securities Act and the provisions of Rule 506 of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned Purchaser herein and in the Purchaser Questionnaire. f. (4) Notwithstanding the registration obligations provided herein, there can be no assurance that the Purchaser will be able to sell or dispose of the Securities. It is understood that in order not to jeopardize the Offering's ’s exempt status under Section 4(2) of the 1933 Securities Act and Regulation D, any Holder transferee may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. (5) The shares may not Purchaser acknowledges that the Offering is confidential and non-public and agrees that all information about the Offering shall be resold kept in confidence by the Purchaser until the public announcement of the Offering by the Company. The Purchaser acknowledges that the foregoing restrictions on the Purchaser’s use and disclosure of any such confidential, non-public information contained in the above-described documents restricts the Purchaser from trading in the Company’s securities to the extent such trading is on the basis of material, non-public information of which the Purchaser is aware. Except for pro forma and projected financial information and other information reflecting the Company’s contemplated acquisition of the FAD and except as permitted under for the securities act terms of the Transaction Documents and applicable state securities lawsthe fact that the Company is considering consummating the transactions contemplated therein, pursuant the Company confirms that neither the Company nor, to registration its knowledge, any other person acting on its behalf, has provided any of the Purchasers or exemption therefrom. Holder should be aware their agents or counsel with any information that they will be required to bear the financial risks of this investment for an indefinite period of timeconstitutes material, non-public information.