NON-U.S. AND NON-CANADIAN SUBSCRIBERS ONLY)Subscription Agreement • May 24th, 2012 • Online Disruptive Technologies, Inc. • Services-computer programming, data processing, etc. • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE W
ONLINE DISRUPTIVE TECHNOLOGIES, INC. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT SHARES INSTRUCTIONS TO PURCHASERSubscription Agreement • May 24th, 2012 • Online Disruptive Technologies, Inc. • Services-computer programming, data processing, etc.
Subject and pursuant to the terms set out in the Terms on pages 5 to 4, the General Provisions on pages 5 to 12, and the other schedules and appendices attached which are hereby incorporated by reference, the undersigned subscriber (“Subscriber”) hereby irrevocably subscribes for, and on Closing will purchase from the Issuer, the following securities at the following price:
