Common use of Acceptance of Delivery Clause in Contracts

Acceptance of Delivery. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of the completed Agreement will be determined by the Series, which determination will be final and binding. The Series reserves the absolute right to reject any completed Agreement, in its sole and absolute discretion. The Series also reserves the right to waive any irregularities in, or conditions of, the submission of completed Subscription Agreements, and the Series’ interpretation of the terms and conditions for the purchase of the Securities (including these instructions) shall be final and binding. The Series shall be under no duty to give any notification of irregularities in connection with any attempted subscription for the Securities or incur any liability for failure to give such notification. Until such irregularities have been cured or waived, no subscription for the Securities shall be deemed to have been made. Any Subscription Agreement that is not properly completed and as to which defects have not been cured or waived will be returned by the Series to the Subscriber as soon as practicable. By clicking “Agree” to this Signature Page, Subscriber is agreeing to the Subscription Agreement and certifying that all information is true and correct. This Signature Page may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission (including clicking “Agree” on the Platform) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. The undersigned Subscriber hereby certifies it (i) agrees to all the terms and conditions of this Agreement, (ii) is an accredited investor, and (ii) is a resident of the state or foreign jurisdiction indicated below. The undersigned irrevocably subscribes for Series membership units. The Aggregate Purchase Price of membership units subscribed for, at $____.00 per share, is $_________________. This Subscription Agreement is executed by Subscriber on _______________________________. If other than Individual check one and indicate capacity Name of Subscriber (Print) of signatory under the signature: ☐ Trust Name of Joint Subscriber (if any) (Print) ☐ Estate ☐ Uniform Gifts to Minors Act of State of _______ ☐ Limited liability company Signature of Subscriber ☐ Corporation ☐ Other __________________________________ Signature of Joint Subscriber If Joint Ownership, check one: ☐ Joint Tenants with Right of Survivorship ☐ Tenants in Common Capacity of Signatory (if applicable) ☐ Tenants by Entirety ☐ Community Property Social Security or Taxpayer Identification Number Backup Withholding Statement: Please check this box only if the investor is subject to: ☐ Backup withholding. Residence Address or Entity Principal Address Foreign Person: Please check this box only if the investor is a: City Code State Zip ☐ Nonresident alien, foreign corporation, foreign Telephone (___)___________________________________________ Company, foreign trust or foreign estate. e-mail address: ____________________________________________ As required by the regulations issued pursuant to the U.S. Internal Revenue Code, Subscriber certifies under penalty of perjury that (1) the Social Security Number or Taxpayer Identification Number and address provided above is correct, (2) Subscriber is not subject to backup withholding (unless the Backup Withholding Statement box above is checked) either because Subscriber has not been notified that Subscriber is subject to backup withholding as a result of a failure to report all interest or dividends or because the Internal Revenue Service has notified Subscriber that Subscriber is no longer subject to backup withholding and (3) Subscriber (unless the Foreign Person box above is checked) is not a nonresident alien, foreign partnership, foreign trust or foreign estate. Check the applicable box: (a) I am an “accredited investor”, and have checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status, which Certificate of Accredited Investor Status is true and correct; or ¨ (b) The amount set forth on the first page of this Subscription Agreement, together with any previous investments in securities pursuant to this offering, does not exceed 10% of the greater of my net worth2 or annual income. ¨ The signatory hereto is an “accredited investor”, as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Act”). I have checked the box below indicating the basis on which I am representing my status as an “accredited investor”:

Acceptance of Delivery. All questions as to the validity, validity form, eligibility (including time of receipt) and acceptance of the completed Purchase Agreement will be determined by the SeriesCompany, which determination will be final Final and binding. The Series Company reserves the absolute right to reject any completed Purchase Agreement, in its sole and absolute discretion. The Series Company also reserves the right to waive any irregularities in, or conditions of, the submission of completed Subscription Purchase Agreements, and the Series’ Company's interpretation of the terms and conditions for the purchase of the Securities Preferred Shares (including these instructions) shall be final and binding. The Series Company shall be under no duty to give any notification of irregularities in connection with any attempted subscription for the Securities Preferred Shares or incur any liability for failure to give such notification. Until such irregularities have been cured or waived, no subscription for the Securities Preferred Shares shall be deemed to have been made. Any Subscription Purchase Agreement that is not properly completed and as to which defects have not been cured or waived will be returned by the Series Company to the Subscriber subscriber as soon as practicable. By clicking “Agree” to this Signature Page, Subscriber is agreeing to the Subscription Agreement and certifying that all information is true and correctPLEASE PRINT OR TYPE. This Signature Page may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreementUSE INK ONLY. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission (including clicking “Agree” on the PlatformALL PARTIES MUST SIGN) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. The undersigned Subscriber investor hereby certifies it that he or she (i) has received and relied solely upon the Offering Documents, (ii) agrees to all the terms and conditions of this Purchase Agreement, (iiiii) is an accredited investor, meets the suitability standards set forth in this Purchase Agreement and (iiiv) is a resident of the state or foreign jurisdiction indicated below. The undersigned irrevocably subscribes for Series membership units. The Aggregate Purchase Price of membership units subscribed for, at $____.00 per share, is $_________________. This Subscription Agreement is executed by Subscriber on _______________________________. If other than Individual check one and indicate capacity Name of Subscriber (Print) of signatory under the signature: ☐ Trust Name of Joint Subscriber (if any) (Print) ☐ Estate ☐ Uniform Gifts to Minors Act of State of _______ ☐ Limited liability company Signature of Subscriber ☐ Corporation ☐ Other __________________________________ Signature of Joint Subscriber If Joint Ownership, check one: ☐ Joint Tenants with Right of Survivorship ☐ Tenants in Common Capacity of Signatory (if applicable) ☐ Tenants by Entirety ☐ Community Property Social Security or Taxpayer Identification Number Backup Withholding Statement: Please check this box only if the investor is subject to: ☐ Backup withholding. Residence Address or Entity Principal Address Foreign Person: Please check this box only if the investor is a: City Code State Zip ☐ Nonresident alien, foreign corporation, foreign Telephone (___)___________________________________________ Company, foreign trust or foreign estate. e-mail address: ____________________________________________ As required by the regulations issued pursuant to the U.S. Internal Revenue Code, Subscriber certifies under penalty of perjury that (1) the Social Security Number or Taxpayer Identification Number and address provided above is correct, (2) Subscriber is not subject to backup withholding (unless the Backup Withholding Statement box above is checked) either because Subscriber has not been notified that Subscriber is subject to backup withholding as a result of a failure to report all interest or dividends or because the Internal Revenue Service has notified Subscriber that Subscriber is no longer subject to backup withholding and (3) Subscriber (unless the Foreign Person box above is checked) is not a nonresident alien, foreign partnership, foreign trust or foreign estate. Check the applicable box: (a) I am an “accredited investor”, and have checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status, which Certificate of Accredited Investor Status is true and correct; or ¨ (b) The amount set forth on the first page of this Subscription Agreement, together with any previous investments in securities pursuant to this offering, does not exceed 10% of the greater of my net worth2 or annual income. ¨ The signatory hereto is an “accredited investor”, as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Act”). I have checked the box below indicating the basis on which I am representing my status as an “accredited investor”:.

Acceptance of Delivery. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of the completed Subscription Agreement will be determined by the SeriesCompany, which determination will be final and binding. The Series Company reserves the absolute right to reject any completed Subscription Agreement, in its sole and absolute discretion. The Series Company also reserves the right to waive any irregularities in, or conditions of, the submission of completed Subscription Agreements, and the Series’ Company's interpretation of the terms and conditions for the purchase of the Securities Shares (including these instructions) shall be final and binding. The Series Company shall be under no duty to give any notification of irregularities in connection with any attempted subscription for the Securities Shares or incur any liability for failure to give such notification. Until such irregularities have been cured or waived, no subscription for the Securities Shares shall be deemed to have been made. Any Subscription Agreement that is not properly completed and as to which defects have not been cured or waived will be returned by the Series Company to the Subscriber subscriber as soon as practicable. By clicking “Agree” to this Signature PageUnless an aggregate of 250,0000 Shares are subscribed for and purchased, Subscriber is agreeing to the Subscription Agreement no Shares will be sold and certifying that all information is true and correctsubscription for Shares will be returned, without interest or deduction. This Signature Page may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission (including clicking “Agree” on the Platform) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. The undersigned Subscriber hereby certifies it THE UNDERSIGNED INVESTOR HEREBY CERTIFIES THAT HE (i) agrees to all the terms and conditions of this AgreementHAS RECEIVED AND RELIED SOLELY UPON THE OFFERING DOCUMENTS, (ii) is an accredited investor, and AGREES TO ALL THE TERMS AND CONDITIONS OF THIS SUBSCRIPTION AGREEMENT (iiiii) is a resident of the state or foreign jurisdiction indicated below. The undersigned irrevocably subscribes for Series membership units. The Aggregate Purchase Price of membership units subscribed for, at $____.00 per share, is $_________________. This Subscription Agreement is executed by Subscriber on _______________________________. If other than Individual check one and indicate capacity Name of Subscriber MEETS THE SUITABILITY STANDARDS SET FORTH IN THIS SUBSCRIPTION AGREEMENT AND (Printiv) of signatory under the signature: ☐ Trust Name of Joint Subscriber (if any) (Print) ☐ Estate ☐ Uniform Gifts to Minors Act of State of _______ ☐ Limited liability company Signature of Subscriber ☐ Corporation ☐ Other __________________________________ Signature of Joint Subscriber If Joint Ownership, check one: ☐ Joint Tenants with Right of Survivorship ☐ Tenants in Common Capacity of Signatory (if applicable) ☐ Tenants by Entirety ☐ Community Property Social Security or Taxpayer Identification Number Backup Withholding Statement: Please check this box only if the investor is subject to: ☐ Backup withholding. Residence Address or Entity Principal Address Foreign Person: Please check this box only if the investor is a: City Code State Zip ☐ Nonresident alien, foreign corporation, foreign Telephone (___)___________________________________________ Company, foreign trust or foreign estate. e-mail address: ____________________________________________ As required by the regulations issued pursuant to the U.S. Internal Revenue Code, Subscriber certifies under penalty of perjury that (1) the Social Security Number or Taxpayer Identification Number and address provided above is correct, (2) Subscriber is not subject to backup withholding (unless the Backup Withholding Statement box above is checked) either because Subscriber has not been notified that Subscriber is subject to backup withholding as a result of a failure to report all interest or dividends or because the Internal Revenue Service has notified Subscriber that Subscriber is no longer subject to backup withholding and (3) Subscriber (unless the Foreign Person box above is checked) is not a nonresident alien, foreign partnership, foreign trust or foreign estate. Check the applicable box: (a) I am an “accredited investor”, and have checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status, which Certificate of Accredited Investor Status is true and correct; or ¨ (b) The amount set forth on the first page of this Subscription Agreement, together with any previous investments in securities pursuant to this offering, does not exceed 10% of the greater of my net worth2 or annual income. ¨ The signatory hereto is an “accredited investor”, as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Act”). I have checked the box below indicating the basis on which I am representing my status as an “accredited investor”:IS A RESIDENT OF THE STATE OR FOREIGN JURISDICTION INDICATED BELOW.

Acceptance of Delivery. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of the completed Subscription Agreement will be determined by the SeriesCompany, which determination will be final and binding. The Series Company reserves the absolute right to reject any completed Subscription Agreement, in its sole and absolute discretion. The Series Company also reserves the right to waive any irregularities in, or conditions of, the submission of completed Subscription Agreements, and the Series’ Company's interpretation of the terms and conditions for the purchase of the Securities Shares (including these instructions) shall be final and binding. The Series Company shall be under no duty to give any notification of irregularities in connection with any attempted subscription for the Securities Shares or incur any liability for failure to give such notification. Until such irregularities have been cured or waived, no subscription for the Securities Shares shall be deemed to have been made. Any Subscription Agreement that is not properly completed and as to which defects have not been cured or waived will be returned by the Series Company to the Subscriber subscriber as soon as practicable. By clicking “Agree” to this Signature PageUnless an aggregate of 1,559,374 Shares are subscribed for and purchased, Subscriber is agreeing to the Subscription Agreement no Shares will be sold and certifying that all information is true and correct. This Signature Page may subscriptions for Shares will be executed in counterpartsreturned, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail without interest or other means of electronic transmission (including clicking “Agree” on the Platform) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreementdeduction. The undersigned Subscriber investor hereby certifies it that he (i) has received and relied solely upon the Offering Documents, (ii) agrees to all the terms and conditions of this Agreement, Subscription Agreement (iiiii) is an accredited investor, meets the suitability standards set forth in this Subscription Agreement and (iiiv) is a resident of the state or foreign jurisdiction indicated below. The undersigned irrevocably subscribes for Series membership units. The Aggregate Purchase Price of membership units subscribed for, at $____.00 per share, is $_________________. This Subscription Agreement is executed by Subscriber on _______________________________. If other than Individual check one and indicate capacity Name of Subscriber (Print) of signatory under the signature: ☐ Trust Name of Joint Subscriber (if any) (Print) ☐ Estate ☐ Uniform Gifts to Minors Act of State of _______ ☐ Limited liability company Signature of Subscriber ☐ Corporation ☐ Other __________________________________ Signature of Joint Subscriber If Joint Ownership, check one: ☐ Joint Tenants with Right of Survivorship ☐ Tenants in Common Capacity of Signatory (if applicable) ☐ Tenants by Entirety ☐ Community Property Social Security or Taxpayer Identification Number Backup Withholding Statement: Please check this box only if the investor is subject to: ☐ Backup withholding. Residence Address or Entity Principal Address Foreign Person: Please check this box only if the investor is a: City Code State Zip ☐ Nonresident alien, foreign corporation, foreign Telephone (___)___________________________________________ Company, foreign trust or foreign estate. e-mail address: ____________________________________________ As required by the regulations issued pursuant to the U.S. Internal Revenue Code, Subscriber certifies under penalty of perjury that (1) the Social Security Number or Taxpayer Identification Number and address provided above is correct, (2) Subscriber is not subject to backup withholding (unless the Backup Withholding Statement box above is checked) either because Subscriber has not been notified that Subscriber is subject to backup withholding as a result of a failure to report all interest or dividends or because the Internal Revenue Service has notified Subscriber that Subscriber is no longer subject to backup withholding and (3) Subscriber (unless the Foreign Person box above is checked) is not a nonresident alien, foreign partnership, foreign trust or foreign estate. Check the applicable box: (a) I am an “accredited investor”, and have checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status, which Certificate of Accredited Investor Status is true and correct; or ¨ (b) The amount set forth on the first page of this Subscription Agreement, together with any previous investments in securities pursuant to this offering, does not exceed 10% of the greater of my net worth2 or annual income. ¨ The signatory hereto is an “accredited investor”, as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Act”). I have checked the box below indicating the basis on which I am representing my status as an “accredited investor”:.

Acceptance of Delivery. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of the completed Subscription Agreement will be reasonably determined by the Series, which determination will be final and bindingCompany. The Series Company reserves the absolute right to reject any completed Subscription Agreement, in its sole and absolute discretion. The Series Company also reserves the right to waive any irregularities in, or conditions of, the submission of completed Subscription Agreements, and the Series’ interpretation of the terms and conditions for the purchase of the Securities (including these instructions) shall be final and binding. The Series Company shall be under no duty to give any notification of irregularities in connection with any attempted subscription for the Securities Shares or incur any liability for failure to give such notification. Until such irregularities have been cured or waived, no subscription for the Securities Shares shall be deemed to have been made. Any Subscription Agreement that is not properly completed and as to which defects have not been cured or waived will be returned by the Series Company to the Subscriber as soon as practicable. By clicking “Agree” to this Signature Page, Subscriber is agreeing to the Subscription Agreement and certifying that all information is true and correct. This Signature Page may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission (including clicking “Agree” on the Platform) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. The undersigned Subscriber investor hereby certifies it that he or she (i) has received and relied solely upon information provided by the Company, (ii) agrees to all the terms and conditions of this Subscription Agreement, (iiiii) is an accredited investor, meets the suitability standards set forth in this Subscription Agreement and (iiiv) is a resident of the state or foreign jurisdiction country indicated below. The undersigned irrevocably subscribes for Series membership units. The Aggregate Purchase Price of membership units subscribed forundersigned, at $____.00 per share, is $_________________. This desiring to: (i) enter into this Subscription Agreement is executed by Subscriber on _______________________________. If other than Individual check one and indicate capacity Name of Subscriber (Print) of signatory under the signature: ☐ Trust Name of Joint Subscriber (if any) (Print) ☐ Estate ☐ Uniform Gifts to Minors Act of State of _______ ☐ Limited liability company Signature of Subscriber ☐ Corporation ☐ Other __________________________________ Signature of Joint Subscriber If Joint Ownership, check one: ☐ Joint Tenants with Right of Survivorship ☐ Tenants in Common Capacity of Signatory (if applicable) ☐ Tenants by Entirety ☐ Community Property Social Security or Taxpayer Identification Number Backup Withholding Statement: Please check this box only if the investor is subject to: ☐ Backup withholding. Residence Address or Entity Principal Address Foreign Person: Please check this box only if the investor is a: City Code State Zip ☐ Nonresident alien, foreign corporation, foreign Telephone (___)___________________________________________ Company, foreign trust or foreign estate. e-mail address: ____________________________________________ As required by the regulations issued pursuant to the U.S. Internal Revenue Code, Subscriber certifies under penalty of perjury that (1) the Social Security Number or Taxpayer Identification Number and address provided above is correct, (2) Subscriber is not subject to backup withholding (unless the Backup Withholding Statement box above is checked) either because Subscriber has not been notified that Subscriber is subject to backup withholding as a result of a failure to report all interest or dividends or because the Internal Revenue Service has notified Subscriber that Subscriber is no longer subject to backup withholding and (3) Subscriber (unless the Foreign Person box above is checked) is not a nonresident alien, foreign partnership, foreign trust or foreign estate. Check the applicable box: (a) I am an “accredited investor”, and have checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status, which Certificate of Accredited Investor Status is true and correct; or ¨ (b) The amount set forth on the first page of this Subscription Agreement, together with any previous investments in securities pursuant to this offering, does not exceed 10% of the greater of my net worth2 or annual income. ¨ The signatory hereto is an “accredited investor”, as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “ActAgreement”). I have checked , between the box below indicating undersigned, Focus Universal Inc., a Nevada corporation (the basis on which I am representing my status “Company”), and the other parties thereto, in or substantially in the form furnished to the undersigned and (ii) purchase the securities of the Company appearing below, hereby agrees to purchase such securities from the Company as an “accredited investor”:of the Closing and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof.

Acceptance of Delivery. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of the completed Subscription Agreement will be determined by the SeriesCompany, which determination will be final and binding. The Series Company reserves the absolute right to reject any completed Subscription Agreement, in its sole and absolute discretion. The Series Company also reserves the right to waive any irregularities in, or conditions of, the submission of completed Subscription Agreements, and the Series’ Company's interpretation of the terms and conditions for the purchase of the Securities Shares (including these instructions) shall be final and binding. The Series Company shall be under no duty to give any notification of irregularities in connection with any attempted subscription for the Securities Shares or incur any liability for failure to give such notification. Until such irregularities have been cured or waived, no subscription for the Securities Shares shall be deemed to have been made. Any Subscription Agreement that is not properly completed and as to which defects have not been cured or waived will be returned by the Series Company to the Subscriber subscriber as soon as practicable. By clicking “Agree” to this Signature Page, Subscriber is agreeing to the Subscription Agreement and certifying that all information is true and correct. This Signature Page may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission (including clicking “Agree” on the Platform) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. The undersigned Subscriber investor hereby certifies it that he or she (i) has received and relied solely upon information provided by the Company, (ii) agrees to all the terms and conditions of this Subscription Agreement, (iiiii) is an accredited investor, meets the suitability standards set forth in this Subscription Agreement and (iiiv) is a resident of the state or foreign jurisdiction indicated below. The undersigned irrevocably subscribes for Series membership units. The Aggregate Purchase Price of membership units subscribed for, at $____.00 per share, is $_________________. This Subscription Agreement is executed by Subscriber on _______________________________. If other than Individual check one and indicate capacity Name of Subscriber (Print) of signatory under the signature: ☐ Trust Name of Joint Subscriber (if any) (Print) ☐ Estate ☐ Uniform Gifts to Minors Act of State of _______ ☐ Limited liability company Signature of Subscriber ☐ Corporation ☐ Other __________________________________ Signature of Joint Subscriber If Joint Ownership, check one: ☐ Joint Tenants with Right of Survivorship ☐ Tenants in Common Capacity of Signatory (if applicable) ☐ Tenants by Entirety ☐ Community Property Social Security or Taxpayer Identification Number Backup Withholding Statement: Please check this box only if the investor is subject to: ☐ Backup withholding. Residence Address or Entity Principal Address Foreign Person: Please check this box only if the investor is a: City Code State Zip ☐ Nonresident alien, foreign corporation, foreign Telephone (___)___________________________________________ Company, foreign trust or foreign estate. e-mail address: ____________________________________________ As required by the regulations issued pursuant to the U.S. Internal Revenue Code, Subscriber certifies under penalty of perjury that (1) the Social Security Number or Taxpayer Identification Number and address provided above is correct, (2) Subscriber is not subject to backup withholding (unless the Backup Withholding Statement box above is checked) either because Subscriber has not been notified that Subscriber is subject to backup withholding as a result of a failure to report all interest or dividends or because the Internal Revenue Service has notified Subscriber that Subscriber is no longer subject to backup withholding and (3) Subscriber (unless the Foreign Person box above is checked) is not a nonresident alien, foreign partnership, foreign trust or foreign estate. Check the applicable box: (a) I am an “accredited investor”, and have checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status, which Certificate of Accredited Investor Status is true and correct; or ¨ (b) The amount set forth on the first page of this Subscription Agreement, together with any previous investments in securities pursuant to this offering, does not exceed 10% of the greater of my net worth2 or annual income. ¨ The signatory hereto is an “accredited investor”, as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Act”). I have checked the box below indicating the basis on which I am representing my status as an “accredited investor”:.

Acceptance of Delivery. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of the completed Subscription Agreement will be reasonably determined by the Series, which determination will be final and bindingCompany. The Series Company reserves the absolute right to reject any completed Subscription Agreement, in its sole and absolute discretion. The Series Company also reserves the right to waive any irregularities in, immaterial or conditions of, administrative defects in completing the submission of completed signature page to the Subscription Agreements; provided, however, that such waiver shall not impact any other subscriber, and provided further the Series’ interpretation of Company shall not waive any such irregularity that would result in the terms and conditions offering not being eligible for the purchase of the Securities (including these instructions) shall be final and binding. exemption from registration provided by Regulation D. The Series Company shall be under no duty to give any notification of irregularities in connection with any attempted subscription for the Securities Common Shares or incur any liability for failure to give such notification. Until such irregularities have been cured or waived, no subscription for the Securities Common Shares shall be deemed to have been made. Any Subscription Agreement that is not properly completed and as to which defects have not been cured or waived will be returned by the Series Company to the Subscriber subscriber as soon as practicable. By clicking “Agree” to this Signature Page, Subscriber is agreeing to the Subscription Agreement and certifying that all information is true and correct. This Signature Page may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission (including clicking “Agree” on the Platform) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. The undersigned Subscriber investor hereby certifies it that he or she (i) has received and relied solely upon information provided by the Company, (ii) agrees to all the terms and conditions of this Subscription Agreement, (iiiii) is an accredited investor, meets the suitability standards set forth in this Subscription Agreement and (iiiv) is a resident of the state or foreign jurisdiction indicated below. The undersigned irrevocably subscribes for Series membership units. The Aggregate Purchase Price of membership units subscribed for, at $____.00 per share, is $_________________. This Subscription Agreement is executed by Subscriber on _______________________________. If other than Individual check one and indicate capacity Name of Subscriber (Print) of signatory under the signature: ☐ Trust Name of Joint Subscriber (if any) (Print) ☐ Estate ☐ Uniform Gifts to Minors Act of State of _______ ☐ Limited liability company Signature of Subscriber ☐ Corporation ☐ Other __________________________________ Signature of Joint Subscriber If Joint Ownership, check one: ☐ Joint Tenants with Right of Survivorship ☐ Tenants in Common Capacity of Signatory (if applicable) ☐ Tenants by Entirety ☐ Community Property Social Security or Taxpayer Identification Number Backup Withholding Statement: Please check this box only if the investor is subject to: ☐ Backup withholding. Residence Address or Entity Principal Address Foreign Person: Please check this box only if the investor is a: City Code State Zip ☐ Nonresident alien, foreign corporation, foreign Telephone (___)___________________________________________ Company, foreign trust or foreign estate. e-mail address: ____________________________________________ As required by the regulations issued pursuant to the U.S. Internal Revenue Code, Subscriber certifies under penalty of perjury that (1) the Social Security Number or Taxpayer Identification Number and address provided above is correct, (2) Subscriber is not subject to backup withholding (unless the Backup Withholding Statement box above is checked) either because Subscriber has not been notified that Subscriber is subject to backup withholding as a result of a failure to report all interest or dividends or because the Internal Revenue Service has notified Subscriber that Subscriber is no longer subject to backup withholding and (3) Subscriber (unless the Foreign Person box above is checked) is not a nonresident alien, foreign partnership, foreign trust or foreign estate. Check the applicable box: (a) I am an “accredited investor”, and have checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status, which Certificate of Accredited Investor Status is true and correct; or ¨ (b) The amount set forth on the first page of this Subscription Agreement, together with any previous investments in securities pursuant to this offering, does not exceed 10% of the greater of my net worth2 or annual income. ¨ The signatory hereto is an “accredited investor”, as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Act”). I have checked the box below indicating the basis on which I am representing my status as an “accredited investor”:.

Acceptance of Delivery. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of the completed Agreement will be determined by the Series, which determination will be final and binding. The Series reserves the absolute right to reject any completed Agreement, in its sole and absolute discretion. The Series also reserves the right to waive any irregularities in, or conditions of, the submission of completed Subscription Agreements, and the Series’ interpretation of the terms and conditions for the purchase of the Securities (including these instructions) shall be final and binding. The Series shall be under no duty to give any notification of irregularities in connection with any attempted subscription for the Securities or incur any liability for failure to give such notification. Until such irregularities have been cured or waived, no subscription for the Securities shall be deemed to have been made. Any Subscription Agreement that is not properly completed and as to which defects have not been cured or waived will be returned by the Series to the Subscriber as soon as practicable. By clicking “AgreeI agree to the Offering Terms” to this Signature Pageon the MyRacehorse™ Platform, Subscriber is agreeing to the terms of this Subscription Agreement and Agreement, certifying that all information is true and correctcorrect and authorizing an electronic signature on this Agreement. This shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. This Signature Page may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement may also be delivered by facsimile, e-mail or other means of electronic transmission (including clicking “Agree” on the Platform) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreementtransmission. The undersigned Subscriber hereby certifies it (i) he/she/it agrees to all the terms and conditions of this Agreement, (ii) is an accredited investorhis/her/its combined investments in MyRacehorse do not exceed the greater of 10% of his/her/its annual income or 10% of his/her/its total assets, and (iiiii) he/she/it is a resident of the state or foreign jurisdiction indicated below. The undersigned irrevocably subscribes for Series membership units. The Aggregate Purchase Price of membership units subscribed for, at $____$ .00 per share, is $_________________. This Subscription Agreement is executed by Subscriber on _______________________________. If other than Individual check one and indicate capacity of signatory under the signature Name of Subscriber (Print) of signatory under the signature: ☐ Trust ☐ Estate Name of Joint Subscriber (if any) (Print) ☐ Estate ☐ Uniform Gifts to Minors Act of State of _______ ☐ Limited liability company Signature of Subscriber ☐ Corporation ☐ Other __________________________________ Signature Capacity of Joint Subscriber Signatory (if applicable) If Joint Ownership, check one: ☐ Joint Tenants with Right of Survivorship ☐ Tenants in Common Capacity of Signatory (if applicable) Social Security or Taxpayer Identification Number ☐ Tenants by Entirety ☐ Community Property Social Security Residence Address or Taxpayer Identification Number Entity Principal Address Backup Withholding Statement: Please check this box only if the investor is subject to: City State Zip Code ☐ Backup withholding. Residence Address or Entity Principal Address Foreign Person: Please check this box only if the investor is a: City Code State Zip ☐ Nonresident alien, foreign corporation, foreign Telephone (___( )___________________________________________ Company, foreign trust or foreign estate. e-mail address: ____________________________________________ As required by Please check this box only if the regulations issued pursuant to the U.S. Internal Revenue Code, Subscriber certifies under penalty of perjury that (1) the Social Security Number or Taxpayer Identification Number and address provided above investor is correct, (2) Subscriber is not subject to backup withholding (unless the Backup Withholding Statement box above is checked) either because Subscriber has not been notified that Subscriber is subject to backup withholding as a result of a failure to report all interest or dividends or because the Internal Revenue Service has notified Subscriber that Subscriber is no longer subject to backup withholding and (3) Subscriber (unless the Foreign Person box above is checked) is not a nonresident alien, foreign partnership, foreign trust or foreign estate. Check the applicable boxa: (a) I am an “accredited investor”, and have checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status, which Certificate of Accredited Investor Status is true and correct; or ¨ (b) The amount set forth on the first page of this Subscription Agreement, together with any previous investments in securities pursuant to this offering, does not exceed 10% of the greater of my net worth2 or annual income. ¨ The signatory hereto is an “accredited investor”, as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Act”). I have checked the box below indicating the basis on which I am representing my status as an “accredited investor”: