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 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 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 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 0000 Xxxxxxx”). 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 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 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 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 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.

Understandings. The undersigned Each Purchaser 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. 4.1 No U.S. federal or state agency or any agency of any other jurisdiction has made any finding findings or determination determinations as to the fairness of the terms of the Offering offering for investment nor any recommendation or endorsement of the Debentures Securities or the Company. c. 4.2 The representations, warranties warrants and agreements of the undersigned Purchaser 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 Securities 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 DebenturesSecurities. d. 4.3 In making an investment decision, Holders must rely the Purchaser is relying on their its own examination of the Company and the terms of the Offeringoffering, 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. The Offering 4.4 Purchaser understands that the Securities are not presently registered and will not be registered under the Securities Act on the ground that 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 promulgated thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Questionnaireherein. f. 4.5 It is understood that in order not to jeopardize the Offering's offering’s exempt status under Section 4(2) of the 1933 Securities Act and Regulation D, any Holder Purchaser may, at a the minimum, be required to fulfill the investor suitability requirements thereunder. g. The shares 4.6 Purchaser acknowledges that there exists no public market for the Securities, that no public market may not be resold except develop in the future and, as permitted under the securities act and applicable state securities lawsa result, pursuant to registration or exemption therefrom. Holder should be aware Purchaser acknowledges that they it will be required to bear the financial risks of this investment for an indefinite period of time. 4.7 Purchaser acknowledges that Phoenix Alliance Corp. shall be entitled to a fee equal to 20% of the aggregate dollar amount of the Securities sold pursuant to this Agreement, which fee shall be payable upon Closing from the proceeds of this offering.

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 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 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.