Common use of The Offering Clause in Contracts

The Offering. The Issuer Online Disruptive Technologies, Inc. (the “Issuer”). Issue Price US$0.001 per common share of the Issuer (each, a “Share”) Offering There is no minimum or maximum offering. Cancellation If the Subscriber ceases employment with the Issuer either due to: • the Subscriber leaving the Issuer for any reason; or • the Issuer firing the Subscriber for either gross negligence or willful misconduct; then the Subscriber agrees to cancel Shares (the “Cancelled Shares”) as follows: • if the Subscriber ceases employment with the Issuer within one year from the Closing Date, the Subscriber will cancel 3 million Shares; • if the Subscriber ceases employment with the Issuer between one year from the Closing Date and two years from the Closing Date, the Subscriber will cancel 1.5 million Shares; and • if the Subscriber ceases employment with the Issuer between two years from the Closing Date and three years from the Closing Date, the Subscriber will cancel 500,000 Shares. The Subscriber will execute all documents necessary to return all of the Cancelled Shares to the treasury of the Issuer. Selling Jurisdictions The Shares will be sold by the Issuer outside the United States and Canada (the “Selling Jurisdictions”). Resale restrictions and legends The Subscriber acknowledges that any resale of any of the Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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 WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Subscriber. Payment for, and delivery of the Shares, is scheduled to occur on or about May 8, 2012 unless the Closing Date is extended in the sole discretion of the President of the Issuer (the “Closing Date”).

The Offering. The Issuer Online Disruptive TechnologiesFund has entered into a distribution agreement, dated December 29, 2021 (the “Distribution Agreement”), with ALPS Distributors, Inc. (the “IssuerDistributor”), pursuant to which the Fund may offer and sell up to 10,000,000 Common Shares from time to time through the Distributor, in transactions that are deemed to be “at the market” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Issue Price US$0.001 The minimum price on any day at which Common Shares may be sold will not be less than the then current NAV per common Common Share plus the per Common Share amount of the commission to be paid to the Distributor (the “Minimum Price”). The Fund and the Distributor will determine whether any sales of Common Shares will be authorized on a particular day. The Fund and the Distributor, however, will not authorize sales of Common Shares if the price per share of the Issuer (eachCommon Shares is less than the Minimum Price. The Fund and the Distributor may elect not to authorize sales of Common Shares on a particular day even if the price per share of the Common Shares is equal to or greater than the Minimum Price, or may only authorize a “Share”) Offering There is no minimum fixed number of Common Shares to be sold on any particular day. The Fund and the Distributor will have full discretion regarding whether sales of Common Shares will be authorized on a particular day and, if so, in what amounts. As of December 14, 2021, the Fund has sold pursuant to a prior registration statement an aggregate of 8,174,121 Common Shares. The Distributor may enter into sub-placement agent agreements with one or maximum offeringmore selected dealers. Cancellation If the Subscriber ceases employment with the Issuer either due to: • the Subscriber leaving the Issuer for any reason; or • the Issuer firing the Subscriber for either gross negligence or willful misconduct; then the Subscriber agrees to cancel Shares The Distributor has entered into a sub-placement agent agreement, dated December 29, 2021 (the “Cancelled SharesSub-Placement Agent Agreement”), with UBS Securities LLC (the “Sub-Placement Agent”) as follows: • if relating to the Subscriber ceases employment Common Shares offered by this Prospectus Supplement and the accompanying Prospectus. In accordance with the Issuer within one year from terms of the Closing DateSub-Placement Agent Agreement, the Subscriber will cancel 3 million Shares; • if Fund may offer and sell its Common Shares from time to time through the Subscriber ceases employment with Sub-Placement Agent as sub-placement agent for the Issuer between one year from the Closing Date offer and two years from the Closing Date, the Subscriber will cancel 1.5 million Shares; and • if the Subscriber ceases employment with the Issuer between two years from the Closing Date and three years from the Closing Date, the Subscriber will cancel 500,000 sale of its Common Shares. The Subscriber Fund will execute all documents necessary compensate the Distributor with respect to return all sales of Common Shares at a commission rate of 1.00% of the Cancelled Shares to the treasury gross proceeds of the Issuersale of Common Shares. Selling Jurisdictions The Out of this commission, the Distributor will compensate the Sub-Placement Agent at a rate of up to 0.80% of the gross sales proceeds of the sale of the Common Shares will be sold by the Issuer outside the United States and Canada (the “Selling Jurisdictions”). Resale restrictions and legends The Subscriber acknowledges that any resale of any of the Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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 WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Subscriber. Payment for, and delivery of the Shares, is scheduled to occur on or about May 8, 2012 unless the Closing Date is extended in the sole discretion of the President of the Issuer (the “Closing Date”)Sub-Placement Agent.

The Offering. The Issuer Online Disruptive Technologies, Inc. Arkanova Energy Corporation (the “Issuer”). Issue Price US$0.001 0.10 per common share of the Issuer (each, a “Share”) Share Offering There is no minimum or maximum offering. Cancellation If the Subscriber ceases employment with the Issuer either due to: • the Subscriber leaving the Issuer for any reason; or • the Issuer firing the Subscriber for either gross negligence or willful misconduct; then the Subscriber agrees to cancel Shares (the “Cancelled Shares”) as follows: • if the Subscriber ceases employment with the Issuer within one year from the Closing Date, the Subscriber will cancel 3 million Shares; • if the Subscriber ceases employment with the Issuer between one year from the Closing Date and two years from the Closing Date, the Subscriber will cancel 1.5 million Shares; and • if the Subscriber ceases employment with the Issuer between two years from the Closing Date and three years from the Closing Date, the Subscriber will cancel 500,000 Shares. The Subscriber will execute all documents necessary to return all of the Cancelled Shares to the treasury of the Issuer. Selling Jurisdictions The Shares will be sold by the Issuer outside the United States and Canada or offshore (the “Selling Jurisdictions”). Exemptions The offering will be made in accordance with the following exemptions: (a) the Accredited Investor exemption as provided by Regulation D promulgated under the 1933 Act; and (b) such other exemptions as may be available the securities laws of the Selling Jurisdictions. Resale restrictions and legends The Subscriber acknowledges that any resale of any of the Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES REPRESENTED HEREBY AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN OFFERED ISSUED IN RELIANCE UPON AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 “SECURITIES ACT"”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTEREDACCORDINGLY, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS SOLD EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 SECURITIES 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 WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT .” The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Subscriber. Payment for, and delivery of the Shares, is scheduled to occur on or about May 8, 2012 unless such date as determined by the Closing Date is extended Company in the its sole discretion of the President of the Issuer (the “Closing Date”).

The Offering. The Issuer Online Disruptive TechnologiesCompany is distributing, Inc. at no charge, subscription rights to purchase shares of Common Stock to the holders of record of its Common Stock (a “Record Date Shareholder”) at the close of business on May 6, 2008 (the “IssuerRecord Date”) and, subject to the rights of such holders described below, to certain other purchasers on a standby basis. Each Record Date Shareholder will receive one non-transferable subscription right (a “Right”) for every share of Common Stock held of record at the close of business on the Record Date. Each Right will entitle the holder thereof to subscribe for a certain number shares of Common Stock (the “Underlying Shares”) at the subscription price per share (the “Subscription Price”) (the “Basic Subscription Privilege”). Issue Each Record Date Shareholder who exercises in full its Basic Subscription Privilege will also be eligible to subscribe at the Subscription Price US$0.001 per common share for shares of the Issuer (each, a “Share”) Offering There is no minimum or maximum offering. Cancellation If the Subscriber ceases employment with the Issuer either due to: • the Subscriber leaving the Issuer for any reason; or • the Issuer firing the Subscriber for either gross negligence or willful misconduct; then the Subscriber agrees to cancel Shares Common Stock (the “Cancelled Excess Shares”) not otherwise purchased pursuant to the exercise of the Basic Subscription Privilege up to the total number of Underlying Shares, subject to availability, proration and reduction by the Company in certain circumstances and, in all instances, to a limit on ownership of the Common Stock (the “Over-Subscription Privilege”). The offer and sale of the Underlying Shares pursuant to the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege are referred to herein as follows: • if the Subscriber ceases employment with “Rights Offering.” The Company also intends to enter into Standby Purchase Agreements pursuant to which certain institutional investors and high net worth individuals (the Issuer within one year “Standby Purchasers”) have severally agreed, subject in each case to a maximum standby commitment under certain conditions, to acquire from the Closing Date, Company at the Subscriber will cancel 3 million Shares; • if Subscription Price the Subscriber ceases employment with Underlying Shares remaining upon completion of the Issuer between one year from the Closing Date and two years from the Closing Date, the Subscriber will cancel 1.5 million Shares; and • if the Subscriber ceases employment with the Issuer between two years from the Closing Date and three years from the Closing Date, the Subscriber will cancel 500,000 SharesRights Offering. The Subscriber Standby Purchase Agreements will execute all documents necessary require that the Standby Purchasers agree to return purchase and the Company agrees to sell, and thus guarantee the availability of, a minimum number of shares of Common Stock (the “Additional Shares”) at the Subscription Price if a sufficient number of Underlying Shares are not available after the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege to satisfy the purchase commitments of the Standby Purchasers, subject to reduction to a minimum number of shares to the extent Record Date Shareholders subscribe for all of the Cancelled Shares Rights distributed to the treasury of the Issuer. Selling Jurisdictions The Shares will be sold by the Issuer outside the United States and Canada them (the “Selling JurisdictionsMinimum Standby Obligation”). Resale restrictions Pursuant to the Standby Purchase Agreement, the Company has agreed to provide two of the Standby Purchasers warrants (the “Warrants”) that would entitle these investors to purchase shares of Common Stock at the Subscription Price. The Rights Offering and legends the offering to the Standby Purchasers are together referred to herein as the “Stock Offering,” and the Underlying Shares, the Additional Shares and the Warrants are together referred to herein as the “Securities.” In connection with the Stock Offering, the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. 333-150051) including the related preliminary prospectus or prospectuses covering the registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. The Subscriber acknowledges information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any resale prospectus that omitted Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the exhibits, and the schedules thereto, if any, and any documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act at the time it became effective and including the Rule 430A Information, is herein called the “Registration Statement.” The final prospectus, including the preliminary prospectus, and any documents incorporated by reference therein, in the form first furnished to the Agent for use in connection with the offering of the Securities is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the Shares will foregoing shall be subject deemed to resale restrictions contained in include the securities legislation applicable copy filed with the Commission pursuant to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws its Electronic Data Gathering, Analysis and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON Retrieval system (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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 WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Subscriber. Payment for, and delivery of the Shares, is scheduled to occur on or about May 8, 2012 unless the Closing Date is extended in the sole discretion of the President of the Issuer (the “Closing DateXXXXX”).

The Offering. The Issuer Online Disruptive TechnologiesCompany is distributing, Inc. at no charge, subscription rights to purchase shares of Common Stock to the holders of record of its Common Stock (a “Record Date Shareholder”) at 5:00 p.m. Eastern Time, on January 27, 2010 (the “IssuerRecord Date”) and, subject to the rights of such holders described below, to certain other purchasers on a standby basis. Each Record Date Shareholder will receive one non-transferable subscription right (a “Right”) for every share of Common Stock held of record at the close of business on the Record Date. Each Right will entitle the holder thereof to subscribe for a certain number of shares of Common Stock (the “Underlying Shares”) at $1.75 per share (the “Subscription Price”) (the “Basic Subscription Privilege”). Issue Each Record Date Shareholder who exercises in full its Basic Subscription Privilege will also be eligible to subscribe at the Subscription Price US$0.001 per common share for shares of Common Stock not otherwise purchased pursuant to the exercise of the Issuer (eachBasic Subscription Privilege up to the total number of Underlying Shares, subject to availability, proration and reduction by the Company in certain circumstances and, in all instances, to a “Share”) Offering There is no minimum or maximum offering. Cancellation If limit on ownership of the Subscriber ceases employment with the Issuer either due to: • the Subscriber leaving the Issuer for any reason; or • the Issuer firing the Subscriber for either gross negligence or willful misconduct; then the Subscriber agrees to cancel Shares Common Stock (the “Cancelled SharesOver-Subscription Privilege”) as follows: • if the Subscriber ceases employment ). The Agent shall deposit with the Issuer within one year Escrow Agent (as defined herein) the funds it receives from each of the Closing Date, Record Date Shareholders prior to the Subscriber will cancel 3 million Shares; • if the Subscriber ceases employment with the Issuer between one year from the Closing Date and two years from the Closing Date, the Subscriber will cancel 1.5 million Shares; and • if the Subscriber ceases employment with the Issuer between two years from the Closing Date and three years from the Closing Date, the Subscriber will cancel 500,000 Sharesend of business on each business day it receives such payments. The Subscriber will execute all documents necessary to return all offer and sale of the Cancelled Underlying Shares pursuant to the treasury exercise of the Issuer. Selling Jurisdictions Basic Subscription Privilege and the Over-Subscription Privilege are referred to herein as the “Rights Offering.” The Shares will be sold by the Issuer outside the United States and Canada Company has separately entered into a “Standby Purchase Agreement” with Xxxxx Xxxxxxx Partners II, L.P. (the “Selling JurisdictionsStandby Purchaser”), pursuant to which the Standby Purchaser has agreed to acquire from the Company, at the Subscription Price, the lesser of 2,436,610 shares of Common Stock or 9.61% of the Company’s outstanding Common Stock on a fully diluted basis assuming completion of the Rights Offering, including shares issued to the Standby Purchaser. The Standby Purchaser has conditioned its minimum purchase of shares of Common Stock upon the receipt by the Company of $26.0 million in gross proceeds from the Rights Offering, the offering to the Standby Purchaser and the Public Reoffer (as defined below), if any. The maximum number of shares that may be sold in the Rights Offering and to the Standby Purchaser is 17,142,857. The Company may offer any shares of Common Stock that remain unsubscribed in the Rights Offering at the expiration of the Rights Offering to the public at the Subscription Price per share (the “Public Reoffer”). Resale restrictions Any offering of shares of Common Stock in the Public Reoffer shall be on a best efforts (and legends not an underwritten) basis. The Subscriber acknowledges Public Reoffer, if any, shall terminate on April 9, 2010. The Rights Offering, the offering to the Standby Purchaser and the Public Reoffer are together referred to herein as the “Stock Offering,” and the Underlying Shares and the shares of Common Stock sold to the Standby Purchaser and to the public in the Public Reoffer are collectively referred to herein as the “Securities.” In connection with the Stock Offering, the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. 333-163037) including the related preliminary prospectus or prospectuses covering the registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any resale prospectus that omitted Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the exhibits, and the schedules thereto, if any, and any documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act at the time it became effective and including the Rule 430A Information, is herein called the “Registration Statement.” The final prospectus, including the preliminary prospectus, and any documents incorporated by reference therein, in the form first furnished to the Agent for use in connection with the offering of the Securities is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the Shares will foregoing shall be subject deemed to resale restrictions contained in include the securities legislation applicable copy filed with the Commission pursuant to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws its Electronic Data Gathering, Analysis and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON Retrieval system (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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 WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Subscriber. Payment for, and delivery of the Shares, is scheduled to occur on or about May 8, 2012 unless the Closing Date is extended in the sole discretion of the President of the Issuer (the “Closing DateXXXXX”).

The Offering. (a) The Issuer Online Disruptive Technologies, Inc. (Corporation is offering up to 1,000,000 Warrants. Each Warrant is exercisable for the “Issuer”). Issue Price US$0.001 per purchase of one additional common share of the Issuer Corporation (each, a “Warrant Share”) Offering There is no minimum or maximum offering. Cancellation If having a term of six (6) months and exercisable at the Subscriber ceases employment with the Issuer either due to: • the Subscriber leaving the Issuer for any reason; or • the Issuer firing the Subscriber for either gross negligence or willful misconduct; then the Subscriber agrees to cancel Shares price of US$.80 per Warrant Share (the “Cancelled SharesOffering”) as follows: • if the Subscriber ceases employment with the Issuer within one year from the Closing Date, the Subscriber will cancel 3 million Shares; • if the Subscriber ceases employment with the Issuer between one year from the Closing Date and two years from the Closing Date, the Subscriber will cancel 1.5 million Shares; and • if the Subscriber ceases employment with the Issuer between two years from the Closing Date and three years from the Closing Date, the Subscriber will cancel 500,000 Shares). The Subscriber will execute all documents necessary to return all 50% of the Cancelled Shares Purchaser’s Warrants being subject to the treasury of the Issuer. Selling Jurisdictions The Shares will be sold by the Issuer outside the United States and Canada following provision (the “Selling JurisdictionsFirst Acceleration”): if the closing price of the Common Shares of the Corporation as traded on the Canadian Securities Exchange greater than CDN$1.50 per Common Share for any 14 consecutive trading days (the “First Threshold Period”), then the Purchaser shall have until 4:00 pm (San Diego, CA, USA Time) of the 30th calendar day after the Corporation’s news release announcement of the occurrence of the First Threshold Period to exercise the 50% of the Purchaser’s Warrants (the “First Accelerated Expiry Date”). Resale restrictions If the Purchaser does not exercise those Warrants subjected to the First Acceleration by the First Accelerated Expiry Date, then those Warrants shall be deemed to be cancelled and legends have no force and effect. The Subscriber acknowledges that any resale of any remaining 50% of the Shares will Purchaser’s Warrants shall be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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 WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Subscriber. Payment for, and delivery of the Shares, is scheduled to occur on or about May 8, 2012 unless the Closing Date is extended in the sole discretion of the President of the Issuer provision (the “Closing Second Acceleration”): if the closing price of the Common Shares of the Corporation as traded on the Canadian Securities Exchange is equal to or greater than CDN$2.00 per Common Share for any 14 consecutive trading days (the “Second Threshold Period”) occurring any time after the First Threshold Period, then the Purchaser shall have until 4:00 pm (San Diego, CA, USA Time) of the 30th calendar day of the Corporation’s news release announcement of the occurrence of the Second Threshold Period to exercise the remaining 50% of the Purchaser’s Warrants (the “Second Accelerated Expiry Date”). If the Purchaser does not exercise those remaining Warrants subjected to the Second Acceleration by the Second Accelerated Expiry Date, then those Warrants shall be deemed to be cancelled and have no force and effect. The Warrants offered hereunder are offered under the Offering.

The Offering. The Issuer Online Disruptive TechnologiesCompany is distributing, Inc. at no charge, subscription rights to purchase shares of Common Stock to the holders of record of its Common Stock (a “Record Date Shareholder”) at 5:00 p.m. Eastern Time, on , 2011 (the “IssuerRecord Date”) and, subject to the rights of such holders described below, to certain other purchasers on a standby basis. Each Record Date Shareholder will receive one nontransferable subscription right (a “Right”) for every share of Common Stock held of record at the close of business on the Record Date. Each Right will entitle the holder thereof to subscribe for a certain number of shares of Common Stock (the “Underlying Shares”) at $1.00 per share (the “Subscription Price”) (the “Basic Subscription Privilege”). Issue Each Record Date Shareholder who exercises in full its Basic Subscription Privilege will also be eligible to subscribe at the Subscription Price US$0.001 per common share for shares of Common Stock not otherwise purchased pursuant to the exercise of the Issuer (eachBasic Subscription Privilege up to the total number of Underlying Shares, subject to availability, proration and reduction by the Company in certain circumstances and, in all instances, to a “Share”) Offering There is no minimum or maximum offering. Cancellation If limit on ownership of the Subscriber ceases employment with the Issuer either due to: • the Subscriber leaving the Issuer for any reason; or • the Issuer firing the Subscriber for either gross negligence or willful misconduct; then the Subscriber agrees to cancel Shares Common Stock (the “Cancelled SharesOver-Subscription Privilege”) ). The offer and sale of the Underlying Shares pursuant to the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege are referred to herein as follows: • if the Subscriber ceases employment “Rights Offering.” The Company has separately entered into a “Standby Purchase Agreement” with certain standby purchasers, (the Issuer within one year “Standby Purchasers”). Pursuant to the Standby Purchase Agreements, the Standby Purchasers have agreed to acquire from us, at the subscription price of $1.00 per share, a total of 5,035,000 shares of common stock. The Standby Purchasers have conditioned their purchase of shares of Common Stock upon the receipt by the Company of $16.5 million in net proceeds from the Closing DateRights Offering and the Public Reoffer (as defined below), if any. The Company may offer any shares of Common Stock that remain unsubscribed in the Rights Offering at the expiration of the Rights Offering to the public at the Subscription Price per share (the “Public Reoffer”). Any offering of shares of Common Stock in the Public Reoffer shall be on a best efforts (and not an underwritten) basis. The Public Reoffer, if any, shall terminate on , 2011. The Rights Offering, the Subscriber offering to the Standby Purchasers, and the Public Reoffer are together referred to herein as the “Stock Offering,” and the Underlying Shares and the shares of Common Stock sold to the Standby Purchasers, and to the public in the Public Reoffer are collectively referred to herein as the “Securities.” All purchasers of Common Stock in the Stock Offering will cancel 3 million Shares; • if receive, without additional charge, one warrant to purchase one additional share of Common Stock for each three shares purchased in the Subscriber ceases employment with Stock Offering (each a “Warrant” and collectively the Issuer between one year from the Closing Date and two years from the Closing Date, the Subscriber “Warrants”). The warrants will cancel 1.5 million Shares; and • if the Subscriber ceases employment with the Issuer between two years from the Closing Date and be exercisable for three years from the Closing Datecompletion of the Stock Offering at an exercise price of $1.00 per share. The warrants will not be transferrable, no fractional warrants will be issued, and the number of warrants issued will be rounded down. In connection with the Stock Offering, the Subscriber will cancel 500,000 Shares. The Subscriber will execute all documents necessary to return all of Company has filed with the Cancelled Shares to the treasury of the Issuer. Selling Jurisdictions The Shares will be sold by the Issuer outside the United States Securities and Canada Exchange Commission (the “Selling JurisdictionsCommission”) a registration statement on Form S-1 (No. 333- ) including the related preliminary prospectus or prospectuses covering the registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”). Resale restrictions Promptly after execution and legends delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. The Subscriber acknowledges information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any resale prospectus that omitted Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the exhibits, and the schedules thereto, if any, and any documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act at the time it became effective and including the Rule 430A Information, is herein called the “Registration Statement.” The final prospectus, including the preliminary prospectus, and any documents incorporated by reference therein, in the form first furnished to the Financial Advisor for use in connection with the offering of the Securities is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the Shares will foregoing shall be subject deemed to resale restrictions contained in include the securities legislation applicable copy filed with the Commission pursuant to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws its Electronic Data Gathering, Analysis and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON Retrieval system (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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 WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Subscriber. Payment for, and delivery of the Shares, is scheduled to occur on or about May 8, 2012 unless the Closing Date is extended in the sole discretion of the President of the Issuer (the “Closing DateXXXXX”).

The Offering. The Issuer Online Disruptive Technologies, Inc. Company is offering for sale in this offering (the “Issuer”"OFFERING") up to 1,700,000 shares (the "Maximum Offering") of its common stock, par value $0.001 per share (the "COMMON STOCK"). Issue Price US$0.001 per common Notwithstanding the foregoing, the Company, in its sole discretion, may increase the Maximum Offering, at any time during the Offering and without prior notice, by up to ten percent (10%). There is no minimum offering, and the Company may accept and close upon subscriptions from time to time in its sole discretion during the offering period referred to in this Agreement. In addition to the shares of Common Stock being offered hereby (the "Shares"), for every two Shares acquired by a Purchaser at an applicable Closing (as such term is hereinafter defined) pursuant to this Agreement, the Company shall deliver to such Purchaser a warrant (the "WARRANT") to purchase one share of Common Stock. The Warrants, which shall not be transferable, shall initially be exercisable at $3.00 per share of Common Stock, subject to adjustment, and be exercisable for a period of three (3) years after issuance or until the Issuer date which is ten (10) days after the Company furnishes written notice to the Warrant holder that the market price of the Common Stock has been at least 350% of the then applicable exercise price of the Warrant for a period of at least thirty (30) days, and the average trading volume of the Common Stock has been at least 100,000 shares per day during the preceding thirty (30) days. The shares of Common Stock which may be acquired upon exercise of a Warrant are sometimes hereinafter referred to as the "WARRANT SHARES"). The Shares and the Warrants are sometimes hereinafter referred to as the "SECURITIES". The Purchasers of the Securities shall have the benefit of certain registration rights in respect of the Shares and the Warrant Shares on the terms and conditions of a Registration Rights Agreement, in the form of EXHIBIT A hereto (the "REGISTRATION RIGHTS AGREEMENT"). The Company is offering the Securities only to individuals, entities or groups, including, without limitation, corporations, limited liability companies, limited or general partnerships, joint ventures, associations, joint stock companies, trusts, unincorporated organizations, or governments or any agencies or political subdivisions thereof (each, a “Share”"PERSON") who are "accredited investors" (as defined herein). The Company is making the Offering There is no minimum or maximum offeringof the Securities directly through certain of its officers and its directors, but may engage a placement agent (the "PLACEMENT AGENT") and other registered broker-dealers ("OTHER PARTICIPATING AGENTS") may also place Securities. Cancellation If the Subscriber ceases employment with the Issuer either due to: • the Subscriber leaving the Issuer for Company should engage a Placement Agent or any reason; or • the Issuer firing the Subscriber for either gross negligence or willful misconduct; then the Subscriber agrees to cancel Shares (the “Cancelled Shares”) as follows: • if the Subscriber ceases employment with the Issuer within one year from the Closing DateOther Participating Agent, the Subscriber will cancel 3 million Shares; • Company presently intends to pay to the Placement Agent and to Other Participating Agents, if the Subscriber ceases employment with the Issuer between one year from the Closing Date and two years from the Closing Dateany, the Subscriber will cancel 1.5 million Shares; and • if the Subscriber ceases employment with the Issuer between two years from the Closing Date and three years from the Closing Date, the Subscriber will cancel 500,000 Shares. The Subscriber will execute all documents necessary commissions equal to return all up to 10% of the Cancelled Shares to the treasury of the Issuer. Selling Jurisdictions The Shares will be sold by the Issuer outside the United States and Canada (the “Selling Jurisdictions”). Resale restrictions and legends The Subscriber acknowledges that any resale of any gross sales price of the Shares will sold in the offering by the applicable Placement Agent or Other Participating Agent. In addition, the Company presently intends to issue to any such Placement Agent or Other Participating Agent, if any, at the final Closing warrants (the "PLACEMENT AGENT Warrants") granting to such person warrant coverage equal to 10% on the number of Shares (but not Warrant Shares) sold in the Offering to investors introduced by that person (without duplication of introduction). The Placement Agent Warrants shall initially be exercisable at $2.00 per share of Common Stock, subject to resale restrictions contained adjustment, commencing one year after the date of issuance and continuing for five (5) years thereafter, and, unlike the Warrants issued to Purchasers, shall contain a cashless exercise provision. The Placement Agent Warrants shall be transferable by the Placement Agent or Other Participating Agent receiving the same to its officers, directors, shareholders and employees, as well as by such persons to their immediate family affiliates in the connection with estate planning, provided that no such transfer or disposition may be made other than in compliance with applicable securities legislation applicable laws and furnishing satisfactory evidence of such compliance to the Subscriber or proposed transfereeCompany. The Subscriber acknowledges that none Company will indemnify the Placement Agent and any Other Participating Agents, if any, against certain liabilities. The Company will pay its own costs of the Offering. The Company will also pay a non-accountable expense fee to the Placement Agent equal to 3% of the gross sales price of the Shares have been registered under the 1933 Act or the securities laws of (but not any state of the United States. The Securities may not be offered or Warrant Shares) sold in the United States unless registered Offering to investors introduced by the Placement Agent (without duplication of introduction), such 3% amount being sometimes hereafter referred to as the "NON-ACCOUNTABLE EXPENSE ALLOWANCE". Notwithstanding the foregoing, the Non-Accountable Expense Allowance shall be reduced on a dollar-for-dollar basis by the fees and expenses of the Company's counsel for preparing and furnishing the opinion letter referred to in accordance with federal securities laws and all applicable state securities laws Section 3.4(d) of this Agreement. All subscription proceeds in the Offering will be paid at Closing to the account or exemptions from such registration requirements are available. The Subscriber acknowledges accounts specified in or pursuant to Section 1.2 herein, provided that the certificates representing Company will utilize an escrow agent (the Shares will bear "ESCROW AGENT") for receipt of funds if required under applicable law. All references in this Agreement to the following legends: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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 WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT The Subscriber and any Beneficial Purchaser are advised Escrow Agent shall be deemed to consult with their own legal counsel or advisors be references to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Subscriber. Payment for, and delivery of the Shares, is scheduled to occur on or about May 8, 2012 unless the Closing Date is extended Company in the sole discretion of the President of the Issuer (the “Closing Date”)event that there is no third party Escrow Agent.

The Offering. The Issuer Online Disruptive TechnologiesCompany is distributing, Inc. at no charge, subscription rights to purchase shares of Common Stock to the holders of record of its Common Stock (a “Record Date Shareholder”) at 5:00 p.m. Eastern Time, on July 29, 2012 (the “IssuerRecord Date”). Issue Price US$0.001 per common Each Record Date Shareholder will receive one nontransferable subscription right (a “Right”) for every share of Common Stock held of record at the Issuer (each, a “Share”) Offering There is no minimum or maximum offeringclose of business on the Record Date. Cancellation If Each Right will entitle the Subscriber ceases employment with the Issuer either due to: • the Subscriber leaving the Issuer holder thereof to subscribe for any reason; or • the Issuer firing the Subscriber for either gross negligence or willful misconduct; then the Subscriber agrees to cancel Shares one share of Common Stock (the “Cancelled Underlying Shares”) at a subscription price of $1.75 per share (the “Subscription Price”) (the “Basic Subscription Privilege”). Each Record Date Shareholder who exercises in full its Basic Subscription Privilege will also be eligible to subscribe at the Subscription Price for shares of Common Stock not otherwise purchased pursuant to the exercise of the Basic Subscription Privilege up to the total number of Underlying Shares, subject to availability, proration and reduction by the Company in certain circumstances and, in all instances, to a limit on ownership of the Common Stock (the “Over-Subscription Privilege”). The offer and sale of the Underlying Shares pursuant to the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege are referred to herein as follows: • the “Rights Offering.” The Company may offer any shares of Common Stock that remain unsubscribed in the Rights Offering at the expiration of the Rights Offering to the public at the Subscription Price per share (the “Public Reoffer”). Any offering of shares of Common Stock in the Public Reoffer shall be on a best efforts (and not an underwritten) basis. The Public Reoffer, if any, shall terminate on or before , 2012. The Rights Offering and the Subscriber ceases employment with Public Reoffer are together referred to herein as the Issuer within one year from “Stock Offering,” and the Closing DateUnderlying Shares, the Subscriber shares of Common Stock sold to the public in the Public Reoffer, and the Warrants (defined below) are collectively referred to herein as the “Securities.” All purchasers of Common Stock in the Stock Offering will cancel 3 million Shares; • if receive, without additional charge, one warrant to purchase one additional share of Common Stock for each two shares purchased in the Subscriber ceases employment with Stock Offering (each a “Warrant” and collectively the Issuer between one year from the Closing Date and two “Warrants”). The warrants will be exercisable for a period of five years from the Closing Datecompletion of the Stock Offering at an exercise price of $2.10 per share. The warrants will not be transferable, no fractional warrants will be issued, and the number of warrants issued will be rounded down. In connection with the Stock Offering, the Subscriber will cancel 1.5 million Shares; and • if the Subscriber ceases employment Company has filed with the Issuer between two years from the Closing Date Securities and three years from the Closing Date, the Subscriber will cancel 500,000 Shares. The Subscriber will execute all documents necessary to return all of the Cancelled Shares to the treasury of the Issuer. Selling Jurisdictions The Shares will be sold by the Issuer outside the United States and Canada Exchange Commission (the “Selling JurisdictionsCommission”) a registration statement on Form S-1 (No. 333-182719) including the related preliminary prospectus or prospectuses covering the registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”). Resale restrictions Promptly after execution and legends delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of paragraph (b) of Rule 424 (“Rule 424(b)”) of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”). Each prospectus used before such registration statement became effective, and any prospectus that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the exhibits, and the schedules thereto, if any, and any documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act at the time it became effective is herein called the “Registration Statement.” The Subscriber acknowledges that final prospectus, including the preliminary prospectus, and any resale documents incorporated by reference therein, in the form first furnished to the Financial Advisor for use in connection with the offering of the Securities is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the Shares will foregoing shall be subject deemed to resale restrictions contained in include the securities legislation applicable copy filed with the Commission pursuant to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws its Electronic Data Gathering, Analysis and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON Retrieval system (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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 WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Subscriber. Payment for, and delivery of the Shares, is scheduled to occur on or about May 8, 2012 unless the Closing Date is extended in the sole discretion of the President of the Issuer (the “Closing DateXXXXX”).

The Offering. The Issuer Online Disruptive TechnologiesCompany is distributing, Inc. at no charge, subscription rights to purchase shares of Common Stock to the holders of record of its Common Stock (a “Record Date Shareholder”) at 5:00 p.m. Eastern Time, on , 2011 (the “IssuerRecord Date”) and, subject to the rights of such holders described below, to certain other purchasers on a standby basis. Each Record Date Shareholder will receive one nontransferable subscription right (a “Right”) for every share of Common Stock held of record at the close of business on the Record Date. Each Right will entitle the holder thereof to subscribe for a certain number of shares of Common Stock (the “Underlying Shares”) at $1.00 per share (the “Subscription Price”) (the “Basic Subscription Privilege”). Issue Each Record Date Shareholder who exercises in full its Basic Subscription Privilege will also be eligible to subscribe at the Subscription Price US$0.001 per common share for shares of Common Stock not otherwise purchased pursuant to the exercise of the Issuer (eachBasic Subscription Privilege up to the total number of Underlying Shares, subject to availability, proration and reduction by the Company in certain circumstances and, in all instances, to a “Share”) Offering There is no minimum or maximum offering. Cancellation If limit on ownership of the Subscriber ceases employment with the Issuer either due to: • the Subscriber leaving the Issuer for any reason; or • the Issuer firing the Subscriber for either gross negligence or willful misconduct; then the Subscriber agrees to cancel Shares Common Stock (the “Cancelled SharesOver-Subscription Privilege”) ). The offer and sale of the Underlying Shares pursuant to the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege are referred to herein as follows: • if the Subscriber ceases employment “Rights Offering.” The Company has separately entered into a “Standby Purchase Agreement” with certain standby purchasers, (the Issuer within one year “Standby Purchasers”). Pursuant to the Standby Purchase Agreements, the Standby Purchasers have agreed to acquire from us, at the subscription price of $1.00 per share, a total of 5,035,000 shares of common stock. The Standby Purchasers have conditioned their purchase of shares of Common Stock upon the receipt by the Company of $16.5 million in net proceeds from the Closing DateRights Offering and the Public Reoffer (as defined below), if any. The Company may offer any shares of Common Stock that remain unsubscribed in the Rights Offering at the expiration of the Rights Offering to the public at the Subscription Price per share (the “Public Reoffer”). Any offering of shares of Common Stock in the Public Reoffer shall be on a best efforts (and not an underwritten) basis. The Public Reoffer, if any, shall terminate on , 2011. The Rights Offering, the Subscriber offering to the Standby Purchasers, and the Public Reoffer are together referred to herein as the “Stock Offering,” and the Underlying Shares and the shares of Common Stock sold to the Standby Purchasers, and to the public in the Public Reoffer are collectively referred to herein as the “Securities.” All purchasers of Common Stock in the Stock Offering will cancel 3 million Shares; • if receive, without additional charge, one warrant to purchase one additional share of Common Stock for each four shares purchased in the Subscriber ceases employment with Stock Offering (each a “Warrant” and collectively the Issuer between one year from the Closing Date and two years from the Closing Date, the Subscriber “Warrants”). The warrants will cancel 1.5 million Shares; and • if the Subscriber ceases employment with the Issuer between two years from the Closing Date and be exercisable for three years from the Closing Datecompletion of the Stock Offering at an exercise price of $1.00 per share. The warrants will not be transferrable, no fractional warrants will be issued, and the number of warrants issued will be rounded down. In connection with the Stock Offering, the Subscriber will cancel 500,000 Shares. The Subscriber will execute all documents necessary to return all of Company has filed with the Cancelled Shares to the treasury of the Issuer. Selling Jurisdictions The Shares will be sold by the Issuer outside the United States Securities and Canada Exchange Commission (the “Selling JurisdictionsCommission”) a registration statement on Form S-1 (No. 333- ) including the related preliminary prospectus or prospectuses covering the registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”). Resale restrictions Promptly after execution and legends delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. The Subscriber acknowledges information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any resale prospectus that omitted Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” Such registration statement, including the exhibits, and the schedules thereto, if any, and any documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Securities Act at the time it became effective and including the Rule 430A Information, is herein called the “Registration Statement.” The final prospectus, including the preliminary prospectus, and any documents incorporated by reference therein, in the form first furnished to the Financial Advisor for use in connection with the offering of the Securities is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the Shares will foregoing shall be subject deemed to resale restrictions contained in include the securities legislation applicable copy filed with the Commission pursuant to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws its Electronic Data Gathering, Analysis and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON Retrieval system (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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 WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Subscriber. Payment for, and delivery of the Shares, is scheduled to occur on or about May 8, 2012 unless the Closing Date is extended in the sole discretion of the President of the Issuer (the “Closing DateXXXXX”).

The Offering. The Issuer Online Disruptive TechnologiesAs described in the Prospectus, Inc. (record holders of common stock will receive 0.65 Rights for each share of common stock held on the “Issuer”)Record Date. Issue Price US$0.001 per common Each Right will entitle the shareholder to subscribe for one share of the Issuer (each, a “Share”) Offering There is no minimum or maximum offering. Cancellation If the Subscriber ceases employment with the Issuer either due to: • the Subscriber leaving the Issuer for any reason; or • the Issuer firing the Subscriber for either gross negligence or willful misconduct; then the Subscriber agrees to cancel Shares Series E Preferred Stock (the “Cancelled Shares”"Basic Subscription Right") as follows: • if the Subscriber ceases employment with the Issuer within one year from the Closing Date, the Subscriber will cancel 3 million Shares; • if the Subscriber ceases employment with the Issuer between one year from the Closing Date and two years from the Closing Date, the Subscriber will cancel 1.5 million Shares; and • if the Subscriber ceases employment with the Issuer between two years from the Closing Date and three years from the Closing Date, the Subscriber will cancel 500,000 Shares. The Subscriber will execute all documents necessary to return all at a subscription price of the Cancelled Shares to the treasury of the Issuer. Selling Jurisdictions The Shares will be sold by the Issuer outside the United States and Canada $1.50 per share (the “Selling Jurisdictions”). Resale restrictions and legends The Subscriber acknowledges that any resale of any of the Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACTSubscription Price"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACTIn addition, OR ANY U.S. STATE SECURITIES LAWSeach holder of Rights who exercises a Basic Subscription Right in full will be eligible to subscribe (the "Over-Subscription Right") at the Subscription Price for shares of Series E Preferred Stock that are not otherwise purchased pursuant to the exercise of Rights under the Basic Subscription Right (the "Excess Shares"), ANDsubject to availability and pro-ration as described below. Each holder of Rights may only exercise an Over-Subscription Right if he/she exercised his/her Basic Subscription Right in full and other holders of Basic Subscription Rights do not exercise their Basic Subscription Rights in full. If there are not enough Excess Shares to satisfy all subscriptions made under the Over-Subscription Right, UNLESS SO REGISTEREDthe Company will allocate the remaining Excess Shares pro rata, MAY NOT BE OFFERED OR SOLDafter eliminating all fractional shares, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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 WITH THE 1933 ACTamong those Rights holders who exercised their Over-Subscription Rights. "UNITED STATESPro rata" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT The Subscriber and any Beneficial Purchaser are advised means in proportion to consult with the amount of over-subscription price tendered by each person seeking to exercise their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion Over-Subscription Right as of the sale and purchase Expiration Time of the Shares will take place in one or more closings, on Rights Offering. If there is a date or dates as agreed to by the Issuer and the Subscriber. Payment for, and delivery pro rata allocation of the Sharesremaining Excess Shares and a holder of Rights receives an allocation of a greater number of Excess Shares than he/she subscribed for under their Over-Subscription Right, is scheduled then the Company will allocate to occur on or about May 8, 2012 unless he/she only the Closing Date is extended number of Excess Shares for which he/she subscribed. The Company will allocate the remaining Excess Shares among all other holders exercising Over-Subscription Rights. See "The Rights Offering Subscription Rights" in the sole discretion of the President of the Issuer Prospectus. The Rights will be evidenced by transferable Rights certificates (the “Closing Date”)"Subscription Rights Certificates") and will be null and void and cease to have value at or after the Expiration Time.

The Offering. The Issuer Online Disruptive TechnologiesCompany is distributing, Inc. at no charge, subscription rights to purchase shares of Common Stock to the holders of record of its Common Stock (a “Record Date Shareholder”) at the close of business on [RECORD DATE] (the “IssuerRecord Date”) and, subject to the rights of such holders described below, to certain other purchasers on a standby basis. Each Record Date Shareholder will receive one non-transferable subscription right (a “Right”) for every share of Common Stock held of record at the close of business on the Record Date. Each Right will entitle the holder thereof to subscribe for a certain number of shares of Common Stock (the “Underlying Shares”) at the subscription price per share (the “Subscription Price”) (the “Basic Subscription Privilege”). Issue Each Record Date Shareholder who exercises in full its Basic Subscription Privilege will also be eligible to subscribe at the Subscription Price US$0.001 per common share for shares of the Issuer (each, a “Share”) Offering There is no minimum or maximum offering. Cancellation If the Subscriber ceases employment with the Issuer either due to: • the Subscriber leaving the Issuer for any reason; or • the Issuer firing the Subscriber for either gross negligence or willful misconduct; then the Subscriber agrees to cancel Shares Common Stock (the “Cancelled Excess Shares”) as follows: • if not otherwise purchased pursuant to the Subscriber ceases employment with the Issuer within one year from the Closing Date, the Subscriber will cancel 3 million Shares; • if the Subscriber ceases employment with the Issuer between one year from the Closing Date and two years from the Closing Date, the Subscriber will cancel 1.5 million Shares; and • if the Subscriber ceases employment with the Issuer between two years from the Closing Date and three years from the Closing Date, the Subscriber will cancel 500,000 Shares. The Subscriber will execute all documents necessary to return all exercise of the Cancelled Shares Basic Subscription Privilege up to the treasury total number of Underlying Shares, subject to availability, proration and reduction by the Company in certain circumstances and, in all instances, to a limit on ownership of the Issuer. Selling Jurisdictions The Shares will be sold by the Issuer outside the United States and Canada Common Stock (the “Selling JurisdictionsOver-Subscription Privilege”). Resale restrictions The offer and legends The Subscriber acknowledges that any resale of any sale of the Underlying Shares will be subject to resale restrictions contained in the securities legislation applicable pursuant to the Subscriber or proposed transferee. The Subscriber acknowledges that none exercise of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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 WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. Closing Date The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer Basic Subscription Privilege and the Subscriber. Payment for, and delivery of the Shares, is scheduled Over-Subscription Privilege are referred to occur on or about May 8, 2012 unless the Closing Date is extended in the sole discretion of the President of the Issuer (herein as the “Closing DateRights Offering.”).