Common use of Investment Representations and Warranties of the Subscriber Clause in Contracts

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx accepts this Subscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx may reasonably request, including documentation as may be required by Xx.Xxxxxxxx to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and competent to enter into a contractual obligation. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxx, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx venture. 3.5 The Subscriber has received and reviewed this Agreement and the Offering Circular. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.Xxxxxxxx. 3.9 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx or anyone acting on behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common Shares, as well as about Xx.Xxxxxxxx and its business generally, and to obtain any additional information that Xx.Xxxxxxxx possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materials, other than the Offering Circular and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxx. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 The Subscriber is subscribing for and purchasing the Common Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence.

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx the Company the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx upon signing up for the Sites regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx the Company accepts this Subscriptionsubscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx the Company of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ the Company’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” ”. The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx the Company and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx may reasonably request, including documentation as may be required by Xx.Xxxxxxxx to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Investor Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxxthe Company, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx the Company or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx the Company and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Investor Shares or the overall Xx.Xxxxxxxx Company venture. 3.5 The Subscriber has received and reviewed this Agreement Agreement, the Offering Circular and the Offering CircularOperating Agreement. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx the Company and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Investor Shares being purchased are is a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Investor Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Investor Shares. The Subscriber has read, reviewed, and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ the Company’s performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx the Company believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an this investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased this investment for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.Xxxxxxxxthe Company. 3.9 If the Subscriber does not qualify as an “accredited investor,” that the amount of Investor Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal year-end (for non-natural persons). 3.10 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx the Company or anyone acting on its behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common Investor Shares, as well as about Xx.Xxxxxxxx the Company and its business generally, and to obtain any additional information that Xx.Xxxxxxxx the Company possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 3.11 The Subscriber agrees to provide any additional documentation the Company may reasonably request, including documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. 3.12 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Investor Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Investor Shares, or has recommended or endorsed the Common Investor Shares, and that the Common Investor Shares have has not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 3.13 The Subscriber understands that the Company has not been registered under the Investment Company Act of 1940. 3.14 The Subscriber is subscribing for and purchasing the Common Investor Shares without being furnished any offering materialsliterature, other than the Offering Circular Circular, the Operating Agreement and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx the Company in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx the Company or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 3.15 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxxthe Company. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 3.16 The Subscriber is subscribing for and purchasing the Common Investor Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders stockholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Investor Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Investor Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 3.17 The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated envisioned herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.18 The Company’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). Subscriber hereby represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation: (a) None of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (b) To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price will cause the Company or any of its personnel or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder. (c) When requested by the Company, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the Company may release confidential information about the Subscriber and, if applicable, any underlying beneficial owner or Related Person1 to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. The Company reserves the right to request any information as is necessary to verify the identity of the Subscriber and the source of any payment to the Company. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, the subscription by the Subscriber may be refused.

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx Groundfloor the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx Groundfloor Finance Inc., an affiliate of Groundfloor, upon signing up for the Site regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx Groundfloor accepts this Subscriptionsubscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx Groundfloor of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ Groundfloor’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” ”. The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx Groundfloor and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx may reasonably request, including documentation as may be required by Xx.Xxxxxxxx to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.XxxxxxxxGroundfloor, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx Groundfloor or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx Groundfloor and/or its officers or directors does in any way indicates indicate the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx Groundfloor venture. 3.5 The Subscriber has received and reviewed this Agreement Agreement, the Offering Circular and the Offering CircularOperating Agreement. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx Groundfloor or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx Groundfloor and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ Groundfloor’s performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx Groundfloor believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an this investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased this investment for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.XxxxxxxxGroundfloor. 3.9 The amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal year-end (for non-natural persons). 3.10 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx Groundfloor or anyone acting on its behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common Shares, as well as about Xx.Xxxxxxxx Groundfloor and its business generally, and to obtain any additional information that Xx.Xxxxxxxx Groundfloor possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 3.11 The Subscriber agrees to provide any additional documentation Groundfloor may reasonably request, including documentation as may be required by Groundfloor to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. 3.12 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 3.13 The Subscriber understands that Groundfloor has not been registered under the Investment Company Act of 1940. In addition, the Subscriber understands that Groundfloor is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). 3.14 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materialsliterature, other than the Offering Circular Circular, the Operating Agreement and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx Groundfloor in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx Groundfloor or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 3.15 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.XxxxxxxxGroundfloor. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 3.16 The Subscriber is subscribing for and purchasing the Common Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 3.17 The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated envisioned herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.18 Groundfloor’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). For purposes of this Section 3.18, the following terms shall have the meanings described below:

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx NY Residential REIT the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx NY Residential REIT, upon signing up for the Site regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) otherwise a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx NY Residential REIT accepts this Subscriptionsubscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx NY Residential REIT of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ NY Residential REIT’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” ”. The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx NY Residential REIT and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx may reasonably request, including documentation as may be required by Xx.Xxxxxxxx to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. If the undersigned is an IXX, Kxxxx plan or 401(k) plan they are a duly authorized trustee of the plan. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.XxxxxxxxNY Residential REIT, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx NY Residential REIT or any other person that: (a) a. A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) b. The past performance or experience on the part of Xx.Xxxxxxxx NY Residential REIT and/or its officers or directors does not in any way indicates indicate the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx NY Residential REIT venture. 3.5 The Subscriber has received and reviewed this Agreement Agreement, the Offering Circular and the Offering CircularOperating Agreement. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx NY Residential REIT or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx NY Residential REIT and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ NY Residential REIT’s performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx NY Residential REIT believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an this investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased this investment for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.XxxxxxxxNY Residential REIT. 3.9 The Subscriber is either (x) an Accredited Investor as that term is defined in 501(a) of Regulation D or (y) the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal year-end (for non-natural persons). 3.10 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx NY Residential REIT or anyone acting on its behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common Shares, as well as about Xx.Xxxxxxxx NY Residential REIT and its business generally, and to obtain any additional information that Xx.Xxxxxxxx NY Residential REIT possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 3.11 The Subscriber agrees to provide any additional documentation NY Residential REIT may reasonably request, including documentation as may be required by NY Residential REIT to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. 3.12 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 3.13 The Subscriber understands that NY Residential REIT has not been registered under the Investment Company Act of 1940. In addition, the Subscriber understands that NY Residential REIT is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). 3.14 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materialsliterature, other than the Offering Circular Circular, the Operating Agreement and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx NY Residential REIT in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx NY Residential REIT or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 3.15 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.XxxxxxxxNY Residential REIT. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 3.16 The Subscriber is subscribing for and purchasing the Common Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 3.17 The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated envisioned herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.18 NY Residential REIT’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). Subscriber hereby represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation: (a) None of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (b) To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price will cause NY Residential REIT or any of its personnel or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder. (c) When requested by NY Residential REIT, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that NY Residential REIT may release confidential information about the Subscriber and, if applicable, any underlying beneficial owner or Related Person1 to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. NY Residential REIT reserves the right to request any information as is necessary to verify the identity of the Subscriber and the source of any payment to the Fund. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, the subscription by the Subscriber may be refused.

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx the Company the following: 3.1 The Purchaser is not a permanent resident or domiciled in the Commonwealth of Massachusetts, the State of Maryland or the State of Hawaii. 3.2 The information that the Subscriber has furnished herein, including (including, without limitation) , the information set forth in the Investor Questionnaire attached hereto as Annex A, which has been completed by the Subscriber and submitted herewith to the Company, and any other information furnished by the Subscriber to Xx.Xxxxxxxx the Company regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) ), which definition is set forth on Annex B attached hereto, and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx the Company accepts this Subscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx the Company of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ the Company’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber herein may be fully relied upon by Xx.Xxxxxxxx the Company and by any investigating party relying on them. The Subscriber (ia) is an “accredited investor” as that term is defined in Rule 501 under Regulation D D, which definition is set forth on Annex B attached hereto, or (iib) if the Subscriber is not an “accredited investor” as that term then is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s (i) annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual (ii) revenue or net assets at the most recent fiscal yearend year-end (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx the Company any additional documentation Xx.Xxxxxxxx the Company may reasonably request, including including, in addition to the Investor Questionnaire attached hereto as Annex A, any other documentation as may be required by Xx.Xxxxxxxx the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 3.3 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares Stock remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America (or non-U.S. country) of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and competent to enter into a contractual obligation. The principal place of business or principal residence of the Subscriber is as shown on the signature page of to this Agreement. 3.3 3.4 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxxthe Company, is a legal, valid and binding obligation of the Subscriber Subscriber, enforceable against the Subscriber in accordance with its terms. 3.4 3.5 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx the Company or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx the Company and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx Company venture. 3.5 3.6 The Subscriber has received and reviewed this Agreement and the Offering Circular. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx the Company or an any affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx regarding the Company and its business to evaluate the merits and risks of an this investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 3.7 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 3.8 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ the Company’s performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx the Company believes to be reasonable but that may prove to be materially incorrect, and no assurance is can be given that actual results will correspond with the results contemplated by the various forecasts. 3.8 3.9 The Subscriber is able to bear the economic risk of an investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.Xxxxxxxxthe Company. 3.9 3.10 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx the Company or anyone acting on behalf of Xx.Xxxxxxxx the Company and to receive answers concerning the terms of this Agreement and the Common Shares, as well as information about Xx.Xxxxxxxx the Company and its business generally, and to obtain any additional information that Xx.Xxxxxxxx the Company possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 3.11 The Subscriber understands that no state or federal authority in the United States or authority outside the United States has scrutinized the terms of this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for of an investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 3.12 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materials, other than the Offering Circular and this AgreementAgreement with the Annexes hereto, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx the Company in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx the Company or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any independent investigation made by the Subscriber or the Subscriber’s advisors. 3.12 3.13 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on the signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxxthe Company on the signature page hereto. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 3.14 The Subscriber is subscribing for and purchasing the Common Shares as a principal and solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 3.15 The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby hereby, and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.16 The Company’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). The Subscriber agrees that, if at any time it is discovered that the Company has been or may be found to have violated the PATRIOT Act or any other anti-money laundering laws or regulations as a result of the Purchase or receipt of the Purchase Price, or if otherwise required by applicable laws or regulations, the Company may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to, segregation and/or redemption of the Subscriber’s interest in the Shares. The Subscriber agrees to provide any and all documentation requested by the Company to ensure compliance with the PATRIOT Act or other laws or regulations. 3.17 The Subscriber confirms that the Subscriber has been advised to consult with the Subscriber’s independent attorney regarding legal matters concerning the Company, and to consult with independent tax advisors regarding the tax consequences of investing in the Company. 3.18 If the Subscriber is not a United States person (as defined by Section 770l(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that the Subscriber has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Subscriber’s subscription for, purchase of, and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. 3.19 The Subscriber acknowledges that the purchase price per Share to be sold in this offering was set by the Company without a valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx the Fund the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx regarding whether Fundrise, LLC, an affiliate of Fundrise Advisors, upon signing up for the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the ActSite, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx the Fund accepts this Subscriptionsubscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx the Fund of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ the Fund’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” . The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx the Fund and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx may reasonably request, including documentation as may be required by Xx.Xxxxxxxx to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxxthe Fund, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx the Fund, Fundrise Advisors or any other person that: (a) a. A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) b. The past performance or experience on the part of Xx.Xxxxxxxx Fundrise Advisors and/or its affiliates or officers or directors does not in any way indicates indicate the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx ventureventure from an investment in the Fund. 3.5 The Subscriber has received and reviewed received, or otherwise has access to, this Agreement Agreement, the Prospectus, the SAI and the Offering CircularOperating Agreement. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx the Fund or Fundrise Advisors or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx the Fund and Fundrise Advisors and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering CircularProspectus and SAI. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ the Fund’s performance that are presented in accordance with applicable law are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx the Fund believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an this investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased this investment for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.Xxxxxxxxthe Fund. 3.9 The amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal year-end (for non-natural persons). 3.10 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx Fundrise Advisors and the Fund or anyone acting on its behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common Shares, as well as about Xx.Xxxxxxxx the Fund and Fundrise Advisors and its business generally, and to obtain any additional information that Xx.Xxxxxxxx the Fund possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 3.11 The Subscriber agrees to provide any additional documentation the Fund or Fundrise Advisors may reasonably request, including documentation as may be required by the Fund or Fundrise Advisors or by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. 3.12 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and . 3.13 The Subscriber understands that the Common Shares have not been Fund is registered or qualified as an investment company under the Investment Company Act or any state securities lawsof 1940, in reliance upon exemptions from registration as amended (the “1940 Act”), and, accordingly, is subject to the provisions of the 1940 Act and the rules and regulations thereunder. In addition, the Subscriber understands that the Fund is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), although the Fund’s investment adviser, Fundrise Advisors, is registered as an investment adviser under the Advisers Act. 3.11 3.14 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materialsliterature, other than the Offering Circular Prospectus, the Operating Agreement and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx the Fund in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx the Fund or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 3.15 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxxthe Fund. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 3.16 The Subscriber is subscribing for and purchasing the Common Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 3.17 The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated envisioned herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.18 The Fund’s intent is to conduct its business in a manner consistent with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including any applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). For purposes of this Section 3.18, the following terms shall have the meanings described below:

Investment Representations and Warranties of the Subscriber. The Subscriber represents You represent and warrants warrant to Xx.Xxxxxxxx Jamestown the following: 3.1 The information that the Subscriber has you have furnished hereinto us, including (without limitation) the information furnished by you to Jamestown upon subscribing using the Subscriber to Xx.Xxxxxxxx regarding Site and Exhibit B herein, including, without limitation, whether the Subscriber qualifies you qualify as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Securities Act of 1933, as amended (the “Act”), is correct and complete as of the date of this Agreement and and, will be correct and complete on the date, if any, that Xx.Xxxxxxxx accepts we accept this Subscriptionsubscription. Further, the Subscriber you shall immediately notify Xx.Xxxxxxxx us of any change in any statement made herein or furnished by you on the Site prior to the Subscriber’s your receipt of Xx.Xxxxxxxx’ our acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” . The representations and warranties made by the Subscriber you may be fully relied upon by Xx.Xxxxxxxx us and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation DIn addition, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees you agree to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx Jamestown may reasonably request, including documentation as may be required by Xx.Xxxxxxxx Jamestown to form a reasonable basis that the Subscriber qualifies you qualify as an a “accredited investorqualified purchaser” as that term is defined in Rule 501 under Regulation D A promulgated under the ActAct or as may be required by the securities administrators or regulators of any state or federal authority, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. 3.2 The SubscriberYou, if an entity, isare, and shall at all times while it holds you hold Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its your incorporation or organization, having full power and authority to own its your properties and to carry on its your business as conducted. The Subscriber. 3.3 You, if a natural person, is are eighteen (18) years of age or older and older, competent to enter into a contractual obligation. The principal place of business or principal residence , and a citizen and resident of the Subscriber is as shown on the signature page United States of this AgreementAmerica. 3.3 The Subscriber has 3.4 You have the requisite power and authority to deliver this Agreement, perform his, her or its the obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has You have duly executed and delivered this Agreement and has obtained the necessary authorization are authorized to execute and deliver this Agreement and to perform his, her or its the obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxxus, is a your legal, valid and binding obligation of the Subscriber enforceable against the Subscriber you in accordance with its terms. 3.4 3.5 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber you by Xx.Xxxxxxxx us or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investmentan investment in the Common Shares; or (b) The Our past performance or experience on the part of Xx.Xxxxxxxx and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx ventureCompany. 3.5 The Subscriber has 3.6 You have received and reviewed this Agreement, the Offering Circular, the Operating Agreement and the Offering CircularOP LPA. The Subscriber You and/or the Subscriber’s your advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx us or an affiliate thereofour affiliates, have such knowledge and experience in business and financial matters as will enable them you to utilize the information which they have received in connection with Xx.Xxxxxxxx the Company and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s your own interests in connection with the PurchasePurchase of Common Shares. 3.6 The Subscriber understands 3.7 You understand that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s your entire investment in the Common Shares, and the Subscriber understands you understand and is are fully cognizant of the risk factors related to the purchase Purchase of the Common Shares. The Subscriber has read, reviewed, and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands 3.8 You understand that any forecasts or predictions as to Xx.Xxxxxxxx’ our performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx believes we believe to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is 3.9 You are able to bear the economic risk of an this investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is are able to hold the Common Shares being purchased this investment for an indefinite period of time. The Subscriber has You have adequate means to provide for the Subscriber’s your current needs and personal contingencies and has have a sufficient net worth to sustain the loss of the Subscriber’s your entire investment in Xx.Xxxxxxxxinvestment. 3.9 The Subscriber has 3.10 You have had an opportunity to ask questions of Xx.Xxxxxxxx us or anyone acting on our behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common SharesOffering Circular, as well as about Xx.Xxxxxxxx us and its business generallyour business, and to obtain any additional information that Xx.Xxxxxxxx possesses we possess or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all All such questions have been answered to the your full satisfaction of the Subscribersatisfaction. 3.10 The Subscriber understands 3.11 You understand that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 The Subscriber 3.12 You understand that the Company has not been registered under the Investment Company Act of 1940. In addition, you understand that Jamestown is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). 3.13 You are subscribing for and purchasing the Common Shares without being furnished any offering materialsliterature, other than the Offering Circular Circular, the Operating Agreement, the OP LPA and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has you have otherwise requested from Xx.Xxxxxxxx us in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx us or its our agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber you or the Subscriber’s your advisors. 3.12 The Subscriber’s 3.14 Your true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is You are currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxx. The Subscriber has Jamestown, and have no present intention of becoming a resident of any other state or jurisdiction. 3.13 The Subscriber is . You are subscribing for and purchasing the Common Shares solely for the Subscriber’s your own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any)distribution, subdivision or fractionalization thereof. The Subscriber has You have no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber you any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has you have no plans to enter into any such agreement or arrangement. 3.14 The 3.15 You represent and warrant that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is you are a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to you. 3.16 It is our intent to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the Subscriber. The Subscriber confirms that the consummation provisions of the transactions contemplated hereinUniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”), includingthe Bank Secrecy Act, and the Money Laundering Control Act. You hereby represent, covenant, and agree that, to the best of your knowledge based on reasonable investigation: (a) None of your funds tendered for the Purchase Price shall be derived from money laundering or similar activities deemed illegal under federal or state laws and regulations. (b) To the extent within your control, none of your funds tendered for the Purchase Price will cause us or any of our personnel or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the Money Laundering Control Act of 1986 or the PATRIOT Act, including the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder. (c) When requested by us, you will provide any and all additional information, and you understand and agree that we may release confidential information about you and, if applicable, any underlying beneficial owner or Related Person to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. We reserve the right to request any information as is necessary to verify your identity and the source of any payment to the Company. In the event of your delay or failure to produce any information required for verification purposes, or on the basis of the information provided, your subscription may be refused. (d) Neither you, nor any person or entity controlled by, controlling or under common control with you, any of your beneficial owners, any person for whom you are acting as agent or nominee in connection with this investment nor, if you are an entity, any Related Person is: (i) a Prohibited Investor; (ii) a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure; (iii) an entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction; (iv) an entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or (v) a Foreign Shell Bank, but does not limited toinclude a regulated affiliate; (vi) a person or entity who gives you reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank, an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction. (e) For purposes of this Section 3.16, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence.following definitions apply:

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx the Companies the following: 3.1 The information that the Subscriber has furnished hereinherein or pursuant to the Offering Documents, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx the Companies including in the Questionnaire, regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (such act and the rules and regulations thereunder, collectively, the “Securities Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx accepts the Companies accept this Subscriptionsubscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx the Companies of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxxthe Companies’ acceptance of this Subscription, including, without limitation, the including Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” ”. The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx the Companies and their Affiliates and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx may reasonably request, including documentation as may be required by Xx.Xxxxxxxx to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain, duly organized, validly existing existing, and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having and has full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein herein, and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxxthe Companies, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx the Companies or any other person Person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on of the part of Xx.Xxxxxxxx and/or its officers or directors of the Companies in any way indicates the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx venturebusiness ventures of the Companies. The Subscriber acknowledges that the Companies are newly formed entities with no prior operating history. 3.5 The Subscriber has received and reviewed this Agreement and the other Offering CircularDocuments including the Stockholders Agreements. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx the Companies or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx the Companies and its their business to evaluate the merits and risks of an investment, to make an informed investment decision decision, and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering CircularDocuments. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxxthe Companies’ performance are based on estimates, assumptions assumptions, and forecasts that Xx.Xxxxxxxx believes the Companies believe to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an this investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased this investment for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.Xxxxxxxxthe Companies. 3.9 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx the Companies or anyone acting on their behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement Agreement, the other Offering Documents, and the Common Shares, as well as about Xx.Xxxxxxxx the Companies and its business their businesses generally, and to obtain any additional information that Xx.Xxxxxxxx possesses the Companies possess or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materials, other than the Offering Circular and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxx. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 The Subscriber is subscribing for and purchasing the Common Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence.

Investment Representations and Warranties of the Subscriber. The Subscriber represents You represent and warrants warrant to Xx.Xxxxxxxx Jamestown the following: 3.1 The information that the Subscriber has you have furnished hereinto us, including (without limitation) the information furnished by you to Jamestown upon subscribing using the Subscriber to Xx.Xxxxxxxx regarding Site and Exhibit B herein, including, without limitation, whether the Subscriber qualifies you qualify as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Securities Act of 1933, as amended (the “Act”), is correct and complete as of the date of this Agreement and and, will be correct and complete on the date, if any, that Xx.Xxxxxxxx accepts we accept this Subscriptionsubscription. Further, the Subscriber you shall immediately notify Xx.Xxxxxxxx us of any change in any statement made herein or furnished by you on the Site prior to the Subscriber’s your receipt of Xx.Xxxxxxxx’ our acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” . The representations and warranties made by the Subscriber you may be fully relied upon by Xx.Xxxxxxxx us and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation DIn addition, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees you agree to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx Jamestown may reasonably request, including documentation as may be required by Xx.Xxxxxxxx Jamestown to form a reasonable basis that the Subscriber qualifies you qualify as an a “accredited investorqualified purchaser” as that term is defined in Rule 501 under Regulation D A promulgated under the ActAct or as may be required by the securities administrators or regulators of any state or federal authority, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. 3.2 The SubscriberYou, if an entity, isare, and shall at all times while it holds you hold Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its your incorporation or organization, having full power and authority to own its your properties and to carry on its your business as conducted. The Subscriber. 3.3 You, if a natural person, is are eighteen (18) years of age or older and older, competent to enter into a contractual obligation. The principal place of business or principal residence , and a citizen and resident of the Subscriber is as shown on the signature page United States of this AgreementAmerica. 3.3 The Subscriber has 3.4 You have the requisite power and authority to deliver this Agreement, perform his, her or its the obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has You have duly executed and delivered this Agreement and has obtained the necessary authorization are authorized to execute and deliver this Agreement and to perform his, her or its the obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxxus, is a your legal, valid and binding obligation of the Subscriber enforceable against the Subscriber you in accordance with its terms. 3.4 3.5 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber you by Xx.Xxxxxxxx us or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investmentan investment in the Common Shares; or (b) The Our past performance or experience on the part of Xx.Xxxxxxxx and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx ventureCompany. 3.5 The Subscriber has 3.6 You have received and reviewed this Agreement, the Offering Circular, the Operating Agreement and the Offering CircularOP LPA. The Subscriber You and/or the Subscriber’s your advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx us or an affiliate thereofour affiliates, have such knowledge and experience in business and financial matters as will enable them you to utilize the information which they have received in connection with Xx.Xxxxxxxx the Company and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s your own interests in connection with the PurchasePurchase of Common Shares. 3.6 The Subscriber understands 3.7 You understand that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s your entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands 3.8 You understand that any forecasts or predictions as to Xx.Xxxxxxxx’ our performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx believes we believe to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is 3.9 You are able to bear the economic risk of an this investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is are able to hold the Common Shares being purchased this investment for an indefinite period of time. The Subscriber has You have adequate means to provide for the Subscriber’s your current needs and personal contingencies and has have a sufficient net worth to sustain the loss of the Subscriber’s your entire investment in Xx.Xxxxxxxxinvestment. 3.9 The Subscriber has 3.10 You have had an opportunity to ask questions of Xx.Xxxxxxxx us or anyone acting on our behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common SharesOffering Circular, as well as about Xx.Xxxxxxxx us and its business generallyour business, and to obtain any additional information that Xx.Xxxxxxxx possesses we possess or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all All such questions have been answered to the your full satisfaction of the Subscribersatisfaction. 3.10 The Subscriber understands 3.11 You understand that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 The Subscriber 3.12 You understand that the Company has not been registered under the Investment Company Act of 1940. In addition, you understand that Jamestown is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). 3.13 You are subscribing for and purchasing the Common Shares without being furnished any offering materialsliterature, other than the Offering Circular Circular, the Operating Agreement, the OP LPA and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has you have otherwise requested from Xx.Xxxxxxxx us in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx us or its our agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber you or the Subscriber’s your advisors. 3.12 The Subscriber’s 3.14 Your true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is You are currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxx. The Subscriber has Jamestown, and have no present intention of becoming a resident of any other state or jurisdiction. 3.13 The Subscriber is . You are subscribing for and purchasing the Common Shares solely for the Subscriber’s your own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any)distribution, subdivision or fractionalization thereof. The Subscriber has You have no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber you any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has you have no plans to enter into any such agreement or arrangement. 3.14 The 3.15 You represent and warrant that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is you are a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to you. 3.16 It is our intent to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the Subscriber. The Subscriber confirms that the consummation provisions of the transactions contemplated hereinUniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”), includingthe Bank Secrecy Act, and the Money Laundering Control Act. You hereby represent, covenant, and agree that, to the best of your knowledge based on reasonable investigation: (a) None of your funds tendered for the Purchase Price shall be derived from money laundering or similar activities deemed illegal under federal or state laws and regulations. (b) To the extent within your control, none of your funds tendered for the Purchase Price will cause us or any of our personnel or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the Money Laundering Control Act of 1986 or the PATRIOT Act, including the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder. (c) When requested by us, you will provide any and all additional information, and you understand and agree that we may release confidential information about you and, if applicable, any underlying beneficial owner or Related Person to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. We reserve the right to request any information as is necessary to verify your identity and the source of any payment to the Company. In the event of your delay or failure to produce any information required for verification purposes, or on the basis of the information provided, your subscription may be refused. (d) Neither you, nor any person or entity controlled by, controlling or under common control with you, any of your beneficial owners, any person for whom you are acting as agent or nominee in connection with this investment nor, if you are an entity, any Related Person is: (i) a Prohibited Investor; (ii) a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure; (iii) an entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction; (iv) an entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or (v) a Foreign Shell Bank, but does not limited toinclude a regulated affiliate; (vi) a person or entity who gives you reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank, an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction. (e) For purposes of this Section 3.16, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence.following definitions apply:

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx the Company the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx on Exhibit A hereto regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) ), and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx the Company accepts this Subscriptionsubscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx the Company of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ the Company’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” ”. The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx the Company and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx may reasonably request, including documentation as may be required by Xx.Xxxxxxxx to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares Notes remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxxthe Company, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx the Company or any other person that: (a) a. A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) b. The past performance or experience on the part of Xx.Xxxxxxxx the Company and/or its officers or directors does not in any way indicates indicate the predictable or probable results of the ownership of the Common Shares Notes or the overall Xx.Xxxxxxxx Company venture. 3.5 The Subscriber has received and reviewed this Agreement and the Offering Circular. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx the Company and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares Notes being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Noes. The Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common SharesNotes. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ the Company’s performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx the Company believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an this investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased this investment for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.Xxxxxxxxthe Company. 3.9 The principal amount of Notes being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of Subscriber’s annual revenue or net assets at fiscal year-end (for non-natural persons). 3.10 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx the Company or anyone acting on its behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common SharesNotes, as well as about Xx.Xxxxxxxx the Company and its business generally, and to obtain any additional information that Xx.Xxxxxxxx the Company possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 3.11 The Subscriber agrees to provide any additional documentation the Company may reasonably request, including documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. 3.12 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares Notes offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common SharesNotes, or has recommended or endorsed the Common SharesNotes, and that the Common Shares Notes have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 3.13 The Subscriber understands that the Company has not been registered under the Investment Company Act of 1940. In addition, the Subscriber understands that the Company is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended. 3.14 The Subscriber is subscribing for and purchasing the Common Shares Notes without being furnished any offering materialsliterature, other than the Offering Circular and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx the Company in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx the Company or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 3.15 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxxthe Company. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 3.16 The Subscriber is subscribing for and purchasing the Common Shares Notes solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common SharesNotes, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common SharesNotes, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 3.17 The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated envisioned herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.18 The Company’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). Subscriber hereby represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation: (a) None of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (b) To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price will cause the Company or any of its personnel or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder. (c) When requested by the Company, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the Company may release confidential information about the Subscriber and, if applicable, any underlying beneficial owner or Related Person1 to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. The Company reserves the right to request any information as is necessary to verify the identity of the Subscriber and the source of any payment to the Company. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, the subscription by the Subscriber may be refused. (d) Neither the Subscriber, nor any person or entity controlled by, controlling or under common control with the Subscriber, any of the Subscriber’s beneficial owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment nor, in the case of a Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor; (ii) a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction; ________________

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx Emerald Pharmaceuticals the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx Emerald Pharmaceuticals regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx Emerald Pharmaceuticals accepts this Subscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx Emerald Pharmaceuticals of any change in any statement made herein prior to the Subscriber’s receipt of Xx.XxxxxxxxEmerald Pharmaceuticals’ acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx Emerald Pharmaceuticals and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx Emerald Pharmaceuticals any additional documentation Xx.Xxxxxxxx Emerald Pharmaceuticals may reasonably request, including documentation as may be required by Xx.Xxxxxxxx Emerald Pharmaceuticals to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and competent to enter into a contractual obligation. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.XxxxxxxxEmerald Pharmaceuticals, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx Emerald Pharmaceuticals or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx Emerald Pharmaceuticals and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx Emerald Pharmaceuticals venture. 3.5 The Subscriber has received and reviewed this Agreement and the Offering Circular. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx Emerald Pharmaceuticals or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx Emerald Pharmaceuticals and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.XxxxxxxxEmerald Pharmaceuticals’ performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx Emerald Pharmaceuticals believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.XxxxxxxxEmerald Pharmaceuticals. 3.9 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx Emerald Pharmaceuticals or anyone acting on behalf of Xx.Xxxxxxxx Emerald Pharmaceuticals and to receive answers concerning the terms of this Agreement and the Common Shares, as well as about Xx.Xxxxxxxx Emerald Pharmaceuticals and its business generally, and to obtain any additional information that Xx.Xxxxxxxx Emerald Pharmaceuticals possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materials, other than the Offering Circular and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx Emerald Pharmaceuticals in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx Emerald Pharmaceuticals or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.XxxxxxxxEmerald Pharmaceuticals. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 The Subscriber is subscribing for and purchasing the Common Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.15 Emerald Pharmaceuticals’ intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). The Subscriber agrees that, if at any time it is discovered that Emerald Pharmaceuticals has been or may be found to have violated the PATRIOT Act or any other anti-money laundering laws or regulations as a result of the Purchase or receipt of the Purchase Price, or if otherwise required by applicable laws or regulations, Emerald Pharmaceuticals may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Subscriber’s interest in the Common Shares. 3.16 The Subscriber confirms that the Subscriber has been advised to consult with the Subscriber’s independent attorney regarding legal matters concerning Emerald Pharmaceuticals and to consult with independent tax advisers regarding the tax consequences of investing in Emerald Pharmaceuticals. 3.17 If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Common Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Common Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Common Shares. The Subscriber’s subscription and Purchase of and continued beneficial ownership of the Common Shares will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. 3.18 The Subscriber acknowledges that the Purchase Price per Common Share to be sold in this offering was set by Emerald Pharmaceuticals on the basis of Emerald Pharmaceuticals’ internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of securities of Emerald Pharmaceuticals may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

Investment Representations and Warranties of the Subscriber. The Subscriber represents You represent and warrants warrant to Xx.Xxxxxxxx Jamestown the following: 3.1 The information that the Subscriber has you have furnished hereinto us, including (without limitation) the information furnished by you to Jamestown upon subscribing using the Subscriber to Xx.Xxxxxxxx regarding Site and Exhibit B herein, including, without limitation, whether the Subscriber qualifies you qualify as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Securities Act of 1933, as amended (the “Act”), is correct and complete as of the date of this Agreement and and, will be correct and complete on the date, if any, that Xx.Xxxxxxxx accepts we accept this Subscriptionsubscription. Further, the Subscriber you shall immediately notify Xx.Xxxxxxxx us of any change in any statement made herein or furnished by you on the Site prior to the Subscriber’s your receipt of Xx.Xxxxxxxx’ our acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” . The representations and warranties made by the Subscriber you may be fully relied upon by Xx.Xxxxxxxx us and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation DIn addition, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees you agree to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx Jamestown may reasonably request, including documentation as may be required by Xx.Xxxxxxxx Jamestown to form a reasonable basis that the Subscriber qualifies you qualify as an a “accredited investorqualified purchaser” as that term is defined in Rule 501 under Regulation D A promulgated under the ActAct or as may be required by the securities administrators or regulators of any state or federal authority, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. 3.2 The SubscriberYou, if an entity, isare, and shall at all times while it holds you hold Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its your incorporation or organization, having full power and authority to own its your properties and to carry on its your business as conducted. The Subscriber. 3.3 You, if a natural person, is are eighteen (18) years of age or older and older, competent to enter into a contractual obligation. The principal place of business or principal residence , and a citizen and resident of the Subscriber is as shown on the signature page United States of this AgreementAmerica. 3.3 The Subscriber has 3.4 You have the requisite power and authority to deliver this Agreement, perform his, her or its the obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has You have duly executed and delivered this Agreement and has obtained the necessary authorization are authorized to execute and deliver this Agreement and to perform his, her or its the obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxxus, is a your legal, valid and binding obligation of the Subscriber enforceable against the Subscriber you in accordance with its terms. 3.4 3.5 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber you by Xx.Xxxxxxxx us or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investmentan investment in the Common Shares; or (b) The Our past performance or experience on the part of Xx.Xxxxxxxx and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx ventureCompany. 3.5 The Subscriber has 3.6 You have received and reviewed this Agreement, the Offering Circular, the Operating Agreement and the Offering CircularOP LPA. The Subscriber You and/or the Subscriber’s your advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx us or an affiliate thereofour affiliates, have such knowledge and experience in business and financial matters as will enable them you to utilize the information which they have received in connection with Xx.Xxxxxxxx the Company and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s your own interests in connection with the PurchasePurchase of Common Shares. 3.6 The Subscriber understands 3.7 You understand that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s your entire investment in the Common Shares, and the Subscriber understands you understand and is are fully cognizant of the risk factors related to the purchase Purchase of the Common Shares. The Subscriber has You have read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands 3.8 You understand that any forecasts or predictions as to Xx.Xxxxxxxx’ our performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx believes we believe to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is 3.9 You are able to bear the economic risk of an this investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is are able to hold the Common Shares being purchased this investment for an indefinite period of time. The Subscriber has You have adequate means to provide for the Subscriber’s your current needs and personal contingencies and has have a sufficient net worth to sustain the loss of the Subscriber’s your entire investment in Xx.Xxxxxxxxinvestment. 3.9 The Subscriber has 3.10 You have had an opportunity to ask questions of Xx.Xxxxxxxx us or anyone acting on our behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common SharesOffering Circular, as well as about Xx.Xxxxxxxx us and its business generallyour business, and to obtain any additional information that Xx.Xxxxxxxx possesses we possess or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all All such questions have been answered to the your full satisfaction of the Subscribersatisfaction. 3.10 The Subscriber understands 3.11 You understand that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 The Subscriber 3.12 You understand that the Company has not been registered under the Investment Company Act of 1940. In addition, you understand that Jamestown is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). 3.13 You are subscribing for and purchasing the Common Shares without being furnished any offering materialsliterature, other than the Offering Circular Circular, the Operating Agreement, the OP LPA and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has you have otherwise requested from Xx.Xxxxxxxx us in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx us or its our agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber you or the Subscriber’s your advisors. 3.12 The Subscriber’s 3.14 Your true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is You are currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxx. The Subscriber has Jamestown, and have no present intention of becoming a resident of any other state or jurisdiction. 3.13 The Subscriber is . You are subscribing for and purchasing the Common Shares solely for the Subscriber’s your own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any)distribution, subdivision or fractionalization thereof. The Subscriber has You have no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber you any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has you have no plans to enter into any such agreement or arrangement. 3.14 The 3.15 You represent and warrant that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is you are a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to you. 3.16 It is our intent to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the Subscriber. The Subscriber confirms that the consummation provisions of the transactions contemplated hereinUniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”), includingthe Bank Secrecy Act, and the Money Laundering Control Act. You hereby represent, covenant, and agree that, to the best of your knowledge based on reasonable investigation: (a) None of your funds tendered for the Purchase Price shall be derived from money laundering or similar activities deemed illegal under federal or state laws and regulations. (b) To the extent within your control, none of your funds tendered for the Purchase Price will cause us or any of our personnel or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the Money Laundering Control Act of 1986 or the PATRIOT Act, including the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder. (c) When requested by us, you will provide any and all additional information, and you understand and agree that we may release confidential information about you and, if applicable, any underlying beneficial owner or Related Person to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. We reserve the right to request any information as is necessary to verify your identity and the source of any payment to the Company. In the event of your delay or failure to produce any information required for verification purposes, or on the basis of the information provided, your subscription may be refused. (d) Neither you, nor any person or entity controlled by, controlling or under common control with you, any of your beneficial owners, any person for whom you are acting as agent or nominee in connection with this investment nor, if you are an entity, any Related Person is: (i) a Prohibited Investor; (ii) a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure; (iii) an entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction; (iv) an entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or (v) a Foreign Shell Bank, but does not limited toinclude a regulated affiliate; (vi) a person or entity who gives you reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank, an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction. (e) For purposes of this Section 3.16, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence.following definitions apply:

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx the Company the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx the Company regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 Rule501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx the Company accepts this Subscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx the Company of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxxthe Company’ acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx the Company and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares Class A Units being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend year end (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx the Company any additional documentation Xx.Xxxxxxxx the Company may reasonably request, including documentation as may be required by Xx.Xxxxxxxx the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 Rule501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares Class A Units remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18eighteen(18) years of age or older and competent to enter into a contractual obligation. The principal place of business or principal residence of the Subscriber is as shown on the signature page of herein in this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxxthe Company, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx the Company or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx The Company and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares Class A Units or the overall Xx.Xxxxxxxx The Company venture. 3.5 The Subscriber has received and reviewed this Agreement and the Offering Circular. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx the Company and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares Class A Units being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common SharesClass A Units, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common SharesClass A Units. The Subscriber has read, reviewed, reviewed and understood the risk factors Risk Factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxxthe Company’ performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx the Company believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an investment in the Common Shares Class A Units being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares Class A Units being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.Xxxxxxxxthe Company. 3.9 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx the Company or anyone acting on behalf of Xx.Xxxxxxxx the Company and to receive answers concerning the terms of this Agreement and the Common SharesClass A Units, as well as about Xx.Xxxxxxxx the Company and its business generally, and to obtain any additional information that Xx.Xxxxxxxx the Company possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares Class A Units offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common SharesClass A Units, or has recommended or endorsed the Common SharesClass A Units, and that the Common Shares Class A Units have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder, but may be qualified pursuant to the Regulation A exemption. 3.11 The Subscriber is subscribing for and purchasing the Common Shares Class A Units without being furnished any offering materials, other than the Offering Circular Circular, and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx the Company in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx The Company or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page heretoherein. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.XxxxxxxxThe Company. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 The Subscriber is subscribing for and purchasing the Common Shares Class A Units solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders shareholders, family, or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common SharesClass A Units, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common SharesClass A Units, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.15 The Company’ intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). The Subscriber agrees that, if at any time it is discovered that the Company has been or may be found to have violated the PATRIOT Act or any other anti-money laundering laws or regulations as a result of the Purchase or receipt of the Purchase Price, or if otherwise required by applicable laws or regulations, the Company may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Subscriber’s interest in the Class A Units. 3.16 The Subscriber confirms that the Subscriber has been advised to consult with the Subscriber’s independent attorney regarding legal matters concerning the Company and to consult with independent tax advisers regarding the tax consequences of investing in The Company. 3.17 If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Class A Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Class A Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Class A Units. The Subscriber’s subscription and Purchase of and continued beneficial ownership of the Class A Units will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. 3.18 The Subscriber acknowledges that the Purchase Price per Class A Unit to be sold in this offering was set by The Company on the basis of The Company’ internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx the Fund the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx regarding whether Fundrise, LLC, an affiliate of Fundrise Advisors, upon signing up for the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the ActSite, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx the Fund accepts this Subscriptionsubscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx the Fund of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ the Fund’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” . The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx the Fund and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx may reasonably request, including documentation as may be required by Xx.Xxxxxxxx to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxxthe Fund, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx the Fund, Fundrise Advisors or any other person that: (a) a. A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) b. The past performance or experience on the part of Xx.Xxxxxxxx Fundrise Advisors and/or its affiliates or officers or directors does not in any way indicates indicate the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx ventureventure from an investment in the Fund. 3.5 The Subscriber has received and reviewed received, or otherwise has access to, this Agreement Agreement, the Prospectus, the SAI and the Offering CircularOperating Agreement. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx the Fund or Fundrise Advisors or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx the Fund and Fundrise Advisors and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering CircularProspectus and SAI. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ the Fund’s performance that are presented in accordance with applicable law are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx the Fund believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an this investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased this investment for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.Xxxxxxxxthe Fund. 3.9 The amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal year-end (for non-natural persons). 3.10 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx Fundrise Advisors and the Fund or anyone acting on its behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common Shares, as well as about Xx.Xxxxxxxx the Fund and Fundrise Advisors and its business generally, and to obtain any additional information that Xx.Xxxxxxxx the Fund possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 3.11 The Subscriber agrees to provide any additional documentation the Fund or Fundrise Advisors may reasonably request, including documentation as may be required by the Fund or Fundrise Advisors or by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. 3.12 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and . 3.13 The Subscriber understands that the Common Shares have not been Fund is registered or qualified as an investment company under the Investment Company Act or any state securities lawsof 1940, in reliance upon exemptions from registration as amended (the “1940 Act”), and, accordingly, is subject to the provisions of the 1940 Act and the rules and regulations thereunder. In addition, the Subscriber understands that the Fund is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), although the Fund’s investment adviser, Fundrise Advisors, is registered as an investment adviser under the Advisers Act. 3.11 3.14 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materialsliterature, other than the Offering Circular Prospectus, the Operating Agreement and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx the Fund in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx the Fund or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 3.15 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxxthe Fund. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 3.16 The Subscriber is subscribing for and purchasing the Common Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 3.17 The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated envisioned herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.18 The Fund’s intent is to conduct its business in a manner consistent with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including any applicable provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”).

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx the Company the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx the Company regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx the Company accepts this Subscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx the Company of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxxthe Company’ acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx the Company and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares Class A Units being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend year end (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx the Company any additional documentation Xx.Xxxxxxxx the Company may reasonably request, including documentation as may be required by Xx.Xxxxxxxx the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 Rule501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares Class A Units remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18eighteen(18) years of age or older and competent to enter into a contractual obligation. The principal place of business or principal residence of the Subscriber is as shown on the signature page of herein in this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxxthe Company, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx the Company or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx The Company and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares Class A Units or the overall Xx.Xxxxxxxx The Company venture. 3.5 The Subscriber has received and reviewed this Agreement and the Offering Circular. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx the Company and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares Class A Units being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common SharesClass A Units, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common SharesClass A Units. The Subscriber has read, reviewed, reviewed and understood the risk factors Risk Factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxxthe Company’ performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx the Company believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an investment in the Common Shares Class A Units being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares Class A Units being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.Xxxxxxxxthe Company. 3.9 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx the Company or anyone acting on behalf of Xx.Xxxxxxxx the Company and to receive answers concerning the terms of this Agreement and the Common SharesClass A Units, as well as about Xx.Xxxxxxxx the Company and its business generally, and to obtain any additional information that Xx.Xxxxxxxx the Company possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares Class A Units offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common SharesClass A Units, or has recommended or endorsed the Common SharesClass A Units, and that the Common Shares Class A Units have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder, but may be qualified pursuant to the Regulation A exemption. 3.11 The Subscriber is subscribing for and purchasing the Common Shares Class A Units without being furnished any offering materials, other than the Offering Circular Circular, and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx the Company in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx The Company or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page heretoherein. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.XxxxxxxxThe Company. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 The Subscriber is subscribing for and purchasing the Common Shares Class A Units solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders shareholders, family, or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common SharesClass A Units, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common SharesClass A Units, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.15 The Company’ intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). The Subscriber agrees that, if at any time it is discovered that the Company has been or may be found to have violated the PATRIOT Act or any other anti-money laundering laws or regulations as a result of the Purchase or receipt of the Purchase Price, or if otherwise required by applicable laws or regulations, the Company may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Subscriber’s interest in the Class A Units. 3.16 The Subscriber confirms that the Subscriber has been advised to consult with the Subscriber’s independent attorney regarding legal matters concerning the Company and to consult with independent tax advisers regarding the tax consequences of investing in The Company. 3.17 If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Class A Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Class A Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Class A Units. The Subscriber’s subscription and Purchase of and continued beneficial ownership of the Class A Units will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. 3.18 The Subscriber acknowledges that the Purchase Price per Class A Unit to be sold in this offering was set by The Company on the basis of The Company’ internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx the Company the following: 3.1 1. The information that the Subscriber has furnished herein, including (including, without limitation) , the information set forth in the Investor Questionnaire attached hereto as Annex A, which has been completed by the Subscriber and submitted herewith to the Company, and any other information furnished by the Subscriber to Xx.Xxxxxxxx the Company regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the U.S. Securities Act of 1933, as amended (the “Act”) ), which definition is set forth on Annex B attached hereto, and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx the Company accepts this Subscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx the Company of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ the Company’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx the Company and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 Rule501 under Regulation D D, which definition is set forth on Annex B attached hereto, or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend year-end (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx the Company any additional documentation Xx.Xxxxxxxx the Company may reasonably request, including including, in addition to the Investor Questionnaire attached hereto as Annex A, any other documentation as may be required by Xx.Xxxxxxxx the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 2. The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America (or non-U.S. country) of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18eighteen(18) years of age or older and competent to enter into a contractual obligation. The principal place of business or principal residence of the Subscriber is as shown on the signature page of to this Agreement. 3.3 3. The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxxthe Company, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 4. At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx the Company or any other person that: (a) a. A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) b. The past performance or experience on the part of Xx.Xxxxxxxx the Company and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx Company venture. 3.5 5. The Subscriber has received and reviewed this Agreement and the Offering Circular. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx regarding the Company and its business to evaluate the merits and risks of an this investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 6. The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 7. The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ the Company’s performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx the Company believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 8. The Subscriber is able to bear the economic risk of an investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased for an indefinite period of timeShares. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.Xxxxxxxxthe Company. 3.9 9. The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx the Company or anyone acting on behalf of Xx.Xxxxxxxx the Company and to receive answers concerning the terms of this Agreement and the Common Shares, as well as information about Xx.Xxxxxxxx the Company and its business generally, and to obtain any additional information that Xx.Xxxxxxxx the Company possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 10. The Subscriber understands that no state or federal authority in the U.S. or authority outside the U.S. has scrutinized the terms of this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for of an investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 11. The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materials, other than the Offering Circular and this AgreementAgreement with the Annexes hereto, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx the Company in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx the Company or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any independent investigation made by the Subscriber or the Subscriber’s advisors. 3.12 12. The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on the signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxxthe Company. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 13. The Subscriber is subscribing for and purchasing the Common Shares as a principal and solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 14. The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 15. The Company’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). The Subscriber agrees that, if at any time it is discovered that the Company has been or may be found to have violated the PATRIOT Act or any other anti-money laundering laws or regulations as a result of the Purchase or receipt of the Purchase Price, or if otherwise required by applicable laws or regulations, the Company may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to, segregation and/or redemption of the Subscriber’s interest in the Shares. The Subscriber agrees to provide any and all documentation requested by the Company to ensure compliance with the PATRIOT Act or other laws or regulations. 16. The Subscriber confirms that the Subscriber has been advised to consult with the Subscriber’s independent attorney regarding legal matters concerning the Company, and to consult with independent tax advisers regarding the tax consequences of investing in the Company. 17. If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Subscriber’s subscription and purchase of and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. 18. The Subscriber acknowledges that the purchase price per Share to be sold in this offering was set by the Company on the basis of the Company’s internal valuation, and no warranties are made as to value. The Subscriber further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation. 19. The Subscriber acknowledges and agrees that there is no ready public market for the Shares and that there is no guarantee that a market for their resale will ever exist. The Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Shares on any market or take any steps (including registration under the Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Shares. The Subscriber acknowledges that the Subscriber is able to bear the economic risk of losing the Subscriber’s entire investment in the Shares. The Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of the Shares.

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx Reliance Real Estate Trust the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx Reliance Real Estate Trust, upon signing up for the Site regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) otherwise a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx Reliance Real Estate Trust accepts this Subscriptionsubscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx Reliance Real Estate Trust of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ Reliance Real Estate Trust’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” ”. The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx Reliance Real Estate Trust and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx may reasonably request, including documentation as may be required by Xx.Xxxxxxxx to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. If the undersigned is an IXX, Kxxxx plan or 401(k) plan they are a duly authorized trustee of the plan. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.XxxxxxxxReliance Real Estate Trust, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx Reliance Real Estate Trust or any other person that: (a) a. A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) b. The past performance or experience on the part of Xx.Xxxxxxxx Reliance Real Estate Trust and/or its officers or directors does not in any way indicates indicate the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx Reliance Real Estate Trust venture. 3.5 The Subscriber has received and reviewed this Agreement and the Offering Circular. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors risks related to the purchase of the Common Shares. The Subscriber has read, reviewed, and understood the risk factors set forth in the Offering Circular. 3.7 3.6 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ Reliance Real Estate Trust’s performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx Reliance Real Estate Trust believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 3.7 The Subscriber is able to bear the economic risk of an this investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased this investment for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in XxReliance Real Estate Trust.Xxxxxxxx 3.8 The Subscriber is either (x) an Accredited Investor as that term is defined in 501(a) of Regulation D or (y) the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal year-end (for non-natural persons). 3.9 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx Reliance Real Estate Trust or anyone acting on its behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common Shares, as well as about Xx.Xxxxxxxx Reliance Real Estate Trust and its business generally, and to obtain any additional information that Xx.Xxxxxxxx Reliance Real Estate Trust possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 The Subscriber agrees to provide any additional documentation Reliance Real Estate Trust may reasonably request, including documentation as may be required by Reliance Real Estate Trust to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. 3.11 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 3.12 The Subscriber understands that Reliance Real Estate Trust has not been registered under the Investment Company Act of 1940. In addition, the Subscriber understands that Reliance Real Estate Trust is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). 3.13 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materialsliterature, other than the Offering Circular Circular, the Operating Agreement and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx Reliance Real Estate Trust in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx Reliance Real Estate Trust or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 3.14 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.XxxxxxxxReliance Real Estate Trust. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 3.15 The Subscriber is subscribing for and purchasing the Common Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 3.16 The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated envisioned herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.17 Reliance Real Estate Trust’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). Subscriber hereby represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation: (a) None of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (b) To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price will cause Reliance Real Estate Trust or any of its personnel or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder. (c) When requested by Reliance Real Estate Trust, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that Reliance Real Estate Trust may release confidential information about the Subscriber and, if applicable, any underlying beneficial owner or Related Person1 to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. Reliance Real Estate Trust reserves the right to request any information as is necessary to verify the identity of the Subscriber and the source of any payment to the Fund. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, the subscription by the Subscriber may be refused. (d) Neither the Subscriber, nor any person or entity controlled by, controlling or under common control with the Subscriber, any of the Subscriber’s beneficial owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment nor, in the case of an Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor; (ii) a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx Rabble One the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx Rabble One upon signing up for the Site regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx Rabble, on behalf of Rabble One, accepts this Subscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx Rabble One of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ Rabble One’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx Rabble One and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares Units being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend year-end (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx Rabble, on behalf of Rabble One, may reasonably request, including documentation as may be required by Xx.Xxxxxxxx Rabble, on behalf of Rabble One, to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares Units remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.XxxxxxxxRabble One, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx Rabble One or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx Rabble One and/or its officers or directors does not in any way indicates indicate the predictable or probable results of the ownership of the Common Shares Units or the overall Xx.Xxxxxxxx Rabble One venture. 3.5 The Subscriber has received and reviewed this Agreement Agreement, the Offering Circular and the Offering CircularOperating Agreement. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx Rabble One or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx Rabble One and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares Units being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common SharesUnits, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common SharesUnits. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 . The Subscriber is able to bear the economic risk of an investment in the Common Shares Units being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares Units being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.XxxxxxxxRabble One. 3.9 3.7 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx Rabble or anyone acting on behalf of Xx.Xxxxxxxx Rabble One and to receive answers concerning the terms of this Agreement and the Common SharesUnits, as well as about Xx.Xxxxxxxx Rabble One and its business generally, and to obtain any additional information that Xx.Xxxxxxxx Rabble One possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 3.8 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares Units offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common SharesUnits, or has recommended or endorsed the Common SharesUnits, and that the Common Shares Units have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 3.9 The Subscriber is subscribing for and purchasing the Common Shares Units without being furnished any offering materials, other than the Offering Circular Circular, the Operating Agreement and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx Rabble One in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx Rabble One or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 3.10 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.XxxxxxxxRabble One. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 3.11 The Subscriber is subscribing for and purchasing the Common Shares Units solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common SharesUnits, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common SharesUnits, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 3.12 The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.13 Rabble One’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). Subscriber hereby represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation: (a) None of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (b) To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price will cause Rabble One or any of its personnel, agents or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder. (c) When requested by Rabble One, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that Rabble One may release confidential information about the Subscriber and, if applicable, any underlying beneficial owner or Related Person to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. Rabble One reserves the right to request any information as is necessary to verify the identity of the Subscriber and the source of any payment to Rabble One. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, the subscription by the Subscriber may be refused. (d) Neither the Subscriber, nor any person or entity controlled by, controlling or under common control with the Subscriber, any of the Subscriber’s beneficial owners, any person for whom the Subscriber is acting as agent or nominee in connection with the Purchase nor, in the case of an Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor; (ii) a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction; (iii) a person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or Foreign Bank without a physical presence in any country, but does not include a regulated affiliate; or (iv) a person or entity who gives Subscriber reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank, an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction. (e) The Subscriber hereby agrees to immediately notify Rabble One if the Subscriber knows, or has reason to suspect, that any of the representations in this Section 3.18 have become incorrect or if there is any change in the information affecting these representations and covenants. (f) The Subscriber agrees that, if at any time it is discovered that any of the foregoing anti-money laundering representations are incorrect, or if otherwise required by applicable laws or regulations, Rabble One may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Subscriber’s interest in the Units.

Investment Representations and Warranties of the Subscriber. The Each Subscriber represents and warrants warrants, severally, and not jointly, to Xx.Xxxxxxxx the Company the following: 3.1 : The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, herein is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx accepts this SubscriptionAgreement. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx the Company and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx may reasonably request, including documentation as may be required by Xx.Xxxxxxxx to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The ; Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain, is duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen twenty-one (1821) years of age or older and older, competent to enter into a contractual obligation. The principal place of business , and a citizen or principal residence resident of the Subscriber is as shown on the signature page United States of this Agreement. 3.3 The America. Subscriber has the requisite power and authority to deliver this Agreement, and perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated herebyAgreement. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxx, Agreement is a legalvalid, valid legal and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted except to the Subscriber extent that enforceability may be limited by Xx.Xxxxxxxx applicable bankruptcy, insolvency or any other person that: similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity (a) A percentage regardless of profit and/or amount whether such enforcement is considered in a proceeding at law or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx venture. 3.5 The Subscriber has received and reviewed this Agreement and the Offering Circularat equity). The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear an "accredited investor" as that term is defined in Rule 501 under Regulation D promulgated under the economic risk federal Securities Act of an investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.Xxxxxxxx. 3.9 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx or anyone acting on behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common Shares1933, as well as about Xx.Xxxxxxxx and its business generally, and to obtain any additional information that Xx.Xxxxxxxx possesses or can acquire without unreasonable effort or expense, that is necessary to verify amended (the accuracy of the information contained in this Agreement"Act"). Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materials, other than the Offering Circular and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxx. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 The Subscriber is subscribing for and purchasing the Common Shares solely for the Subscriber’s 's own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any)distribution, subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber him any profit, profit or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 The execution and delivery of this Agreement, . Subscriber acknowledges that the consummation of Shares have not been registered under the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party Act or any licensestate securities laws, permitand may not be resold, franchisetransferred, judgmentassigned or otherwise disposed of unless they are registered under the Act or an exemption from registration is available, order, writ or decree, or any statute, rule or regulation, applicable to and unless the Subscriber. The Subscriber confirms that proposed disposition is in compliance with the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law restrictions on transferability under federal and that such transactions are lawful in the Subscriber’s country of citizenship and residencestate securities laws.

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx the Company the following: 3.1 The information that the Subscriber has furnished herein, including (including, without limitation) , the information set forth in the Investor Questionnaire attached hereto as Annex A, which has been completed by the Subscriber and submitted herewith to the Company, and any other information furnished by the Subscriber to Xx.Xxxxxxxx the Company regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) ), which definition is set forth on Annex B attached hereto, and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx the Company accepts this Subscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx the Company of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ the Company’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber herein may be fully relied upon by Xx.Xxxxxxxx the Company and by any investigating party relying on them. The Subscriber (ia) is an “accredited investor” as that term is defined in Rule 501 under Regulation D D, which definition is set forth on Annex B attached hereto, or (iib) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s (i) annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual (ii) revenue or net assets at the most recent fiscal yearend year-end (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx the Company any additional documentation Xx.Xxxxxxxx the Company may reasonably request, including including, in addition to the Investor Questionnaire attached hereto as Annex A, any other documentation as may be required by Xx.Xxxxxxxx the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares Stock remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America (or non-U.S. country) of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and competent to enter into a contractual obligation. The principal place of business or principal residence of the Subscriber is as shown on the signature page of to this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxxthe Company, is a legal, valid and binding obligation of the Subscriber Subscriber, enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx the Company or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx the Company and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx Company venture. 3.5 The Subscriber has received and reviewed this Agreement and the Offering Circular. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx the Company or an any affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx regarding the Company and its business to evaluate the merits and risks of an this investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ the Company’s performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx the Company believes to be reasonable but that may prove to be materially incorrect, and no assurance is can be given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.Xxxxxxxxthe Company. 3.9 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx the Company or anyone acting on behalf of Xx.Xxxxxxxx the Company and to receive answers concerning the terms of this Agreement and the Common Shares, as well as information about Xx.Xxxxxxxx the Company and its business generally, and to obtain any additional information that Xx.Xxxxxxxx the Company possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 The Subscriber understands that no state or federal authority in the United States or authority outside the United States has scrutinized the terms of this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for of an investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materials, other than the Offering Circular and this AgreementAgreement with the Annexes hereto, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx the Company in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx the Company or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any independent investigation made by the Subscriber or the Subscriber’s advisors. 3.12 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on the signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxxthe Company on the signature page hereto. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 The Subscriber is subscribing for and purchasing the Common Shares as a principal and solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby hereby, and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.15 The Company’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). The Subscriber agrees that, if at any time it is discovered that the Company has been or may be found to have violated the PATRIOT Act or any other anti-money laundering laws or regulations as a result of the Purchase or receipt of the Purchase Price, or if otherwise required by applicable laws or regulations, the Company may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to, segregation and/or redemption of the Subscriber’s interest in the Shares. The Subscriber agrees to provide any and all documentation requested by the Company to ensure compliance with the PATRIOT Act or other laws or regulations. 3.16 The Subscriber confirms that the Subscriber has been advised to consult with the Subscriber’s independent attorney regarding legal matters concerning the Company, and to consult with independent tax advisors regarding the tax consequences of investing in the Company. 3.17 If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that the Subscriber has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Subscriber’s subscription for, purchase of, and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. 3.18 The Subscriber acknowledges that the purchase price per Share to be sold in this offering was set by the Company without a valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx Hologram USA the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx Hologram USA regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx Hologram USA accepts this Subscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx Hologram USA of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ Hologram USA’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx Hologram USA and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx Hologram USA any additional documentation Xx.Xxxxxxxx Hologram USA may reasonably request, including documentation as may be required by Xx.Xxxxxxxx Hologram USA to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and competent to enter into a contractual obligation. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.XxxxxxxxHologram USA, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx Hologram USA or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx Hologram USA and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx Hologram USA venture. 3.5 The Subscriber has received and reviewed this Agreement and the Offering Circular. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx Hologram USA or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx Hologram USA and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ Hologram USA’s performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx Hologram USA believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.XxxxxxxxHologram USA. 3.9 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx Hologram USA or anyone acting on behalf of Xx.Xxxxxxxx Hologram USA and to receive answers concerning the terms of this Agreement and the Common Shares, as well as about Xx.Xxxxxxxx Hologram USA and its business generally, and to obtain any additional information that Xx.Xxxxxxxx Hologram USA possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materials, other than the Offering Circular and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx Hologram USA in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx Hologram USA or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.XxxxxxxxHologram USA. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 The Subscriber is subscribing for and purchasing the Common Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.15 Hologram USA’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). The Subscriber agrees that, if at any time it is discovered that Hologram USA has been or may be found to have violated the PATRIOT Act or any other anti-money laundering laws or regulations as a result of the Purchase or receipt of the Purchase Price, or if otherwise required by applicable laws or regulations, Hologram USA may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Subscriber’s interest in the Common Shares. 3.16 The Subscriber confirms that the Subscriber has been advised to consult with the Subscriber’s independent attorney regarding legal matters concerning Hologram USA and to consult with independent tax advisers regarding the tax consequences of investing in Hologram USA. 3.17 If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Common Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Common Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Common Shares. The Subscriber’s subscription and Purchase of and continued beneficial ownership of the Common Shares will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. 3.18 The Subscriber acknowledges that the Purchase Price per Common Share to be sold in this offering was set by Emerald Pharmaceuticals on the basis of Hologram USA’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of securities of Hologram USA may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx Reliance Real Estate Trust the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx Reliance Real Estate Trust, upon signing up for the Site regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) otherwise a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx Reliance Real Estate Trust accepts this Subscriptionsubscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx Reliance Real Estate Trust of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ Reliance Real Estate Trust’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” ”. The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx Reliance Real Estate Trust and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx may reasonably request, including documentation as may be required by Xx.Xxxxxxxx to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. If the undersigned is an IXX, Kxxxx plan or 401(k) plan they are a duly authorized trustee of the plan. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.XxxxxxxxReliance Real Estate Trust, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx Reliance Real Estate Trust or any other person that: (a) a. A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) b. The past performance or experience on the part of Xx.Xxxxxxxx Reliance Real Estate Trust and/or its officers or directors does not in any way indicates indicate the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx Reliance Real Estate Trust venture. 3.5 The Subscriber has received and reviewed this Agreement Agreement, the Offering Circular and the Offering CircularOperating Agreement. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx Reliance Real Estate Trust or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx Reliance Real Estate Trust and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ Reliance Real Estate Trust’s performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx Reliance Real Estate Trust believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an this investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased this investment for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.XxxxxxxxReliance Real Estate Trust. 3.9 The Subscriber is either (x) an Accredited Investor as that term is defined in 501(a) of Regulation D or (y) the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal year-end (for non-natural persons). 3.10 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx Reliance Real Estate Trust or anyone acting on its behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common Shares, as well as about Xx.Xxxxxxxx Reliance Real Estate Trust and its business generally, and to obtain any additional information that Xx.Xxxxxxxx Reliance Real Estate Trust possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 3.11 The Subscriber agrees to provide any additional documentation Reliance Real Estate Trust may reasonably request, including documentation as may be required by Reliance Real Estate Trust to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. 3.12 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 3.13 The Subscriber understands that Reliance Real Estate Trust has not been registered under the Investment Company Act of 1940. In addition, the Subscriber understands that Reliance Real Estate Trust is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). 3.14 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materialsliterature, other than the Offering Circular Circular, the Operating Agreement and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx Reliance Real Estate Trust in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx Reliance Real Estate Trust or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 3.15 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.XxxxxxxxReliance Real Estate Trust. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 3.16 The Subscriber is subscribing for and purchasing the Common Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 3.17 The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated envisioned herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.18 Reliance Real Estate Trust’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). Subscriber hereby represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation: (a) None of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (b) To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price will cause Reliance Real Estate Trust or any of its personnel or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder. (c) When requested by Reliance Real Estate Trust, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that Reliance Real Estate Trust may release confidential information about the Subscriber and, if applicable, any underlying beneficial owner or Related Person1 to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. Reliance Real Estate Trust reserves the right to request any information as is necessary to verify the identity of the Subscriber and the source of any payment to the Fund. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, the subscription by the Subscriber may be refused. (d) Neither the Subscriber, nor any person or entity controlled by, controlling or under common control with the Subscriber, any of the Subscriber’s beneficial owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment nor, in the case of an Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor; (ii) a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx Rabble One the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx Rabble One upon signing up for the Site regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx Rabble, on behalf of Rabble One, accepts this Subscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx Rabble One of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ Rabble One’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx Rabble One and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares Units being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend year-end (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx Rabble, on behalf of Rabble One, may reasonably request, including documentation as may be required by Xx.Xxxxxxxx Rabble, on behalf of Rabble One, to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares Units remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.XxxxxxxxRabble One, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx Rabble One or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx Rabble One and/or its officers or directors does not in any way indicates indicate the predictable or probable results of the ownership of the Common Shares Units or the overall Xx.Xxxxxxxx Rabble One venture. 3.5 The Subscriber has received and reviewed this Agreement Agreement, the Offering Circular and the Offering CircularOperating Agreement. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx Rabble One or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx Rabble One and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares Units being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common SharesUnits, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common SharesUnits. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 . The Subscriber is able to bear the economic risk of an investment in the Common Shares Units being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares Units being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.XxxxxxxxRabble One. 3.9 3.7 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx Rabble or anyone acting on behalf of Xx.Xxxxxxxx Rabble One and to receive answers concerning the terms of this Agreement and the Common SharesUnits, as well as about Xx.Xxxxxxxx Rabble One and its business generally, and to obtain any additional information that Xx.Xxxxxxxx Rabble One possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 3.8 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares Units offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common SharesUnits, or has recommended or endorsed the Common SharesUnits, and that the Common Shares Units have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 3.9 The Subscriber is subscribing for and purchasing the Common Shares Units without being furnished any offering materials, other than the Offering Circular Circular, the Operating Agreement and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx Rabble One in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx Rabble One or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 3.10 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.XxxxxxxxRabble One. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 3.11 The Subscriber is subscribing for and purchasing the Common Shares Units solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common SharesUnits, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common SharesUnits, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 3.12 The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.13 Rabble One’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). Subscriber hereby represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation: (a) None of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (b) To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price will cause Rabble One or any of its personnel, agents or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder. (c) When requested by Rabble One, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that Rabble One may release confidential information about the Subscriber and, if applicable, any underlying beneficial owner or Related Person to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. Rabble One reserves the right to request any information as is necessary to verify the identity of the Subscriber and the source of any payment to Rabble One. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, the subscription by the Subscriber may be refused. (d) Neither the Subscriber, nor any person or entity controlled by, controlling or under common control with the Subscriber, any of the Subscriber’s beneficial owners, any person for whom the Subscriber is acting as agent or nominee in connection with the Purchase nor, in the case of an Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor; (ii) a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction; (iii) a person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or Foreign Bank without a physical presence in any country, but does not include a regulated affiliate; or (iv) a person or entity who gives Subscriber reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank, an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction. (e) The Subscriber hereby agrees to immediately notify Rabble One if the Subscriber knows, or has reason to suspect, that any of the representations in this Section 3.18 have become incorrect or if there is any change in the information affecting these representations and covenants. (f) The Subscriber agrees that, if at any time it is discovered that any of the foregoing anti-money laundering representations are incorrect, or if otherwise required by applicable laws or regulations, Rabble One may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Subscriber’s interest in the Units.

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx LocatorX the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx LocatorX regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx LocatorX accepts this Subscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx LocatorX of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ LocatorX’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx LocatorX and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend year-end (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx LocatorX any additional documentation Xx.Xxxxxxxx LocatorX may reasonably request, including documentation as may be required by Xx.Xxxxxxxx LocatorX to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain, is duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and competent to enter into a contractual obligation. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.XxxxxxxxLocatorX, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx LocatorX or any other person that: (a) A that a percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx venture. 3.5 The Subscriber has received and reviewed this Agreement and the Offering Circular. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx LocatorX or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx LocatorX and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ LocatorX’s performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx LocatorX believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.Xxxxxxxx.LocatorX. 3.9 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx LocatorX or anyone acting on behalf of Xx.Xxxxxxxx LocatorX and to receive answers concerning the terms of this Agreement and the Common Shares, as well as about Xx.Xxxxxxxx LocatorX and its business generally, and to obtain any additional information that Xx.Xxxxxxxx LocatorX possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materials, other than the Offering Circular and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx LocatorX in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx LocatorX or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxx. LocatorX. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 The Subscriber is subscribing for and purchasing the Common Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.14 LocatorX’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). The Subscriber agrees that, if at any time it is discovered that LocatorX has been or may be found to have violated the PATRIOT Act or any other anti-money laundering laws or regulations as a result of the Purchase or receipt of the Purchase Price, or if otherwise required by applicable laws or regulations, LocatorX may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Subscriber’s interest in the Common Shares. 3.15 The Subscriber confirms that the Subscriber has been advised to consult with the Subscriber’s independent attorney regarding legal matters concerning LocatorX and to consult with independent tax advisers regarding the tax consequences of investing in LocatorX. 3.16 If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Common Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Common Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Common Shares. The Subscriber’s subscription and Purchase of and continued beneficial ownership of the Common Shares will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. 3.17 The Subscriber acknowledges that the Purchase Price per Common Share to be sold in this offering was set by LocatorX on the basis of LocatorX’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of securities of LocatorX may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

Investment Representations and Warranties of the Subscriber. The Subscriber represents You represent and warrants warrant to Xx.Xxxxxxxx Jamestown the following: 3.1 The information that the Subscriber has you have furnished hereinto us, including (without limitation) the information furnished by you to Jamestown upon subscribing using the Subscriber to Xx.Xxxxxxxx regarding Site and Exhibit B herein, including, without limitation, whether the Subscriber qualifies you qualify as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Securities Act of 1933, as amended (the “Act”), is correct and complete as of the date of this Agreement and and, will be correct and complete on the date, if any, that Xx.Xxxxxxxx accepts we accept this Subscriptionsubscription. Further, the Subscriber you shall immediately notify Xx.Xxxxxxxx us of any change in any statement made herein or furnished by you on the Site prior to the Subscriber’s your receipt of Xx.Xxxxxxxx’ our acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” . The representations and warranties made by the Subscriber you may be fully relied upon by Xx.Xxxxxxxx us and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation DIn addition, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees you agree to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx Jamestown may reasonably request, including documentation as may be required by Xx.Xxxxxxxx Jamestown to form a reasonable basis that the Subscriber qualifies you qualify as an a “accredited investorqualified purchaser” as that term is defined in Rule 501 under Regulation D A promulgated under the Act.Act or as may be required by the securities administrators or regulators of any state or federal authority, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. Jamestown Invest 1, LLC 3 Subscription Document 3.2 The SubscriberYou, if an entity, isare, and shall at all times while it holds you hold Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its your incorporation or organization, having full power and authority to own its your properties and to carry on its your business as conducted. The Subscriber. 3.3 You, if a natural person, is are eighteen (18) years of age or older and older, competent to enter into a contractual obligation. The principal place of business or principal residence , and a citizen and resident of the Subscriber is as shown on the signature page United States of this AgreementAmerica. 3.3 The Subscriber has 3.4 You have the requisite power and authority to deliver this Agreement, perform his, her or its the obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has You have duly executed and delivered this Agreement and has obtained the necessary authorization are authorized to execute and deliver this Agreement and to perform his, her or its the obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxxus, is a your legal, valid and binding obligation of the Subscriber enforceable against the Subscriber you in accordance with its terms. 3.4 3.5 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber you by Xx.Xxxxxxxx us or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investmentan investment in the Common Shares; or (b) The Our past performance or experience on the part of Xx.Xxxxxxxx and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx ventureCompany. 3.5 The Subscriber has 3.6 You have received and reviewed this Agreement, the Offering Circular, the Operating Agreement and the Offering CircularOP LPA. The Subscriber You and/or the Subscriber’s your advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx us or an affiliate thereofour affiliates, have such knowledge and experience in business and financial matters as will enable them you to utilize the information which they have received in connection with Xx.Xxxxxxxx the Company and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s your own interests in connection with the PurchasePurchase of Common Shares. 3.6 The Subscriber understands 3.7 You understand that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s your entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands 3.8 You understand that any forecasts or predictions as to Xx.Xxxxxxxx’ our performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx believes we believe to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is 3.9 You are able to bear the economic risk of an this investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is are able to hold the Common Shares being purchased this investment for an indefinite period of time. The Subscriber has You have adequate means to provide for the Subscriber’s your current needs and personal contingencies and has have a sufficient net worth to sustain the loss of the Subscriber’s your entire investment in Xx.Xxxxxxxx.investment. Jamestown Invest 1, LLC 4 Subscription Document 3.9 The Subscriber has 3.10 You have had an opportunity to ask questions of Xx.Xxxxxxxx us or anyone acting on our behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common SharesOffering Circular, as well as about Xx.Xxxxxxxx us and its business generallyour business, and to obtain any additional information that Xx.Xxxxxxxx possesses we possess or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all All such questions have been answered to the your full satisfaction of the Subscribersatisfaction. 3.10 The Subscriber understands 3.11 You understand that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 The Subscriber 3.12 You understand that the Company has not been registered under the Investment Company Act of 1940. In addition, you understand that Jamestown is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). 3.13 You are subscribing for and purchasing the Common Shares without being furnished any offering materialsliterature, other than the Offering Circular Circular, the Operating Agreement, the OP LPA and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has you have otherwise requested from Xx.Xxxxxxxx us in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx us or its our agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber you or the Subscriber’s your advisors. 3.12 The Subscriber’s 3.14 Your true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is You are currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxx. The Subscriber has Jamestown, and have no present intention of becoming a resident of any other state or jurisdiction. 3.13 The Subscriber is . You are subscribing for and purchasing the Common Shares solely for the Subscriber’s your own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any)distribution, subdivision or fractionalization thereof. The Subscriber has You have no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber you any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has you have no plans to enter into any such agreement or arrangement. 3.14 The 3.15 You represent and warrant that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is you are a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to you. Jamestown Invest 1, LLC 5 Subscription Document 3.16 It is our intent to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the Subscriber. The Subscriber confirms that the consummation provisions of the transactions contemplated hereinUniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”), includingthe Bank Secrecy Act, and the Money Laundering Control Act. You hereby represent, covenant, and agree that, to the best of your knowledge based on reasonable investigation: (a) None of your funds tendered for the Purchase Price shall be derived from money laundering or similar activities deemed illegal under federal or state laws and regulations. (b) To the extent within your control, none of your funds tendered for the Purchase Price will cause us or any of our personnel or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the Money Laundering Control Act of 1986 or the PATRIOT Act, including the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder. (c) When requested by us, you will provide any and all additional information, and you understand and agree that we may release confidential information about you and, if applicable, any underlying beneficial owner or Related Person to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. We reserve the right to request any information as is necessary to verify your identity and the source of any payment to the Company. In the event of your delay or failure to produce any information required for verification purposes, or on the basis of the information provided, your subscription may be refused. (d) Neither you, nor any person or entity controlled by, controlling or under common control with you, any of your beneficial owners, any person for whom you are acting as agent or nominee in connection with this investment nor, if you are an entity, any Related Person is: (i) a Prohibited Investor; (ii) a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure; (iii) an entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction; (iv) an entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or (v) a Foreign Shell Bank, but does not limited toinclude a regulated affiliate; (vi) a person or entity who gives you reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank, an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction. Jamestown Invest 1, LLC 6 Subscription Document (e) For purposes of this Section 3.16, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence.following definitions apply:

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx Xxxx Fund the following: 3.1 2.1 The information that the Subscriber has furnished herein, including (including, without limitation) , the information furnished by the Subscriber to Xx.Xxxxxxxx FundRebel, at the time it signed up for the Website regarding whether the Subscriber qualifies as as (ia) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and/or and/or (iib) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Securities Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx Xxxx Fund accepts this Subscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx Xxxx Fund of any change in any statement made herein prior to the Subscriber’s receipt of Xx.XxxxxxxxXxxx Fund’ acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx Xxxx Xxxx and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx may reasonably request, including documentation as may be required by Xx.Xxxxxxxx to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 2.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 2.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.XxxxxxxxXxxx Fund, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 2.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx the Manager, Xxxx Fund, any FundRebel Related Party[1] or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx Xxxx Fund and/or its officers or directors does not in any way indicates indicate the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx Xxxx Fund venture. 3.5 2.5 The Subscriber has received and reviewed this Agreement Agreement, the Offering Circular and the Offering CircularOperating Agreement. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx or an affiliate thereof, advisors have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx Xxxx Fund and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.Xxxxxxxx. 3.9 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx or anyone acting on behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common Shares, as well as about Xx.Xxxxxxxx and its business generally, and to obtain any additional information that Xx.Xxxxxxxx possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materials, other than the Offering Circular and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxx. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 The Subscriber is subscribing for and purchasing the Common Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence.________________

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx Rabbel One the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx Rabble One upon signing up for the Site regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx Rabble, on behalf of Rabble One, accepts this Subscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx Rabble One of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ Rabble One’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx Rabble One and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares Units being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend year-end (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx Rabble, on behalf of Rabble One, may reasonably request, including documentation as may be required by Xx.Xxxxxxxx Rabble, on behalf of Rabble One, to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the ActAthcet. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares Units remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.XxxxxxxxRabble One, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx Rabble One or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx Rabble One and/or its officers or directors does not in any way indicates indicate the predictable or probable results of the ownership of the Common Shares Units or the overall Xx.Xxxxxxxx Rabble One venture. 3.5 The Subscriber has received and reviewed this Agreement Agreement, the Offering Circular and the Offering CircularOperating Agreement. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx Rabble One or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx Rabble One and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares Units being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common SharesUnits, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common SharesUnits. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 . The Subscriber is able to bear the economic risk of an investment in the Common Shares Units being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares Units being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s Subscribe’rs entire investment in Xx.XxxxxxxxRabble One. 3.9 3.7 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx Rabble or anyone acting on behalf of Xx.Xxxxxxxx Rabble One and to receive answers concerning the terms of this Agreement and the Common SharesUnits, as well as about Xx.Xxxxxxxx Rabble One and its business generally, and to obtain any additional information that Xx.Xxxxxxxx Rabble One possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber.Subscribr.e 3.10 3.8 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares Units offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common SharesUnits, or has recommended or endorsed the Common SharesUnits, and that the Common Shares Units have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder.thereun.der 3.11 3.9 The Subscriber is subscribing for and purchasing the Common Shares Units without being furnished any offering materials, other than the Offering Circular Circular, the Operating Agreement and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx Rabble One in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx Rabble One or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 3.10 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.XxxxxxxxRabble One. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 3.11 The Subscriber is subscribing for and purchasing the Common Shares Units solely for the Subscriber’s Subscrib’esr own account, for investment purposes only, and onl,yand not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common SharesUnits, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common SharesUnits, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 3.12 The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.13 Rabble One’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). Subscriber hereby represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation: (a) None of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (b) To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price will cause Rabble One or any of its personnel, agents or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder. (c) When requested by Rabble One, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that Rabble One may release confidential information about the Subscriber and, if applicable, any underlying beneficial owner or Related Person to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. Rabble One reserves the right to request any information as is necessary to verify the identity of the Subscriber and the source of any payment to Rabble One. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, the subscription by the Subscriber may be refused. (d) Neither the Subscriber, nor any person or entity controlled by, controlling or under common control with the Subscriber, any of the Subscriber’s beneficial owners, any person for whom the Subscriber is acting as agent or nominee in connection with the Purchase nor, in the case of an Subscriber which is an entit,yany Related Person is: (i) a Prohibited Investor; (ii) a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction; (iii) a person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or Foreign Bank without a physical presence in any country, but does not include a regulated affiliate; or (iv) a person or entity who gives Subscriber reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank, an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction. (e) The Subscriber hereby agrees to immediately notify Rabble One if the Subscriber knows, or has reason to suspect, that any of the representations in this Section 3.18 have become incorrect or if there is any change in the information affecting these representations and covenants. (f) The Subscriber agrees that, if at any time it is discovered that any of the foregoing anti-money laundering representations are incorrect, or if otherwise required by applicable laws or regulations, Rabble One may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Subscribe’rs interest in the Units.

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx AOA the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx AOA upon signing up for the Site regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act), is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx AOA accepts this Subscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx AOA of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ AOA’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx AOA and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). D. The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx AOA may reasonably request, including documentation as may be required by Xx.Xxxxxxxx AOA to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares Units remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and older, is competent to enter into a contractual obligation. The principal place of business , is a citizen or principal residence resident of the Subscriber is as shown United States of America currently residing in the state or jurisdiction set forth in the current address provided on the signature page hereto and has no present intention of this Agreementbecoming a resident of any other state or jurisdiction. The Subscriber’s true and correct full legal name, address of principal residence (or, if an entity, principal place of business), phone number, electronic mail address, U.S. taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.XxxxxxxxAOA, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx AOA or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx AOA and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares Units or the overall Xx.Xxxxxxxx AOA venture. 3.5 The Subscriber has received and reviewed this Agreement and the Offering CircularMaterials. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx AOA or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx AOA and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares Units being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common SharesUnits, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common SharesUnits. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 Materials. The Subscriber is able to bear the economic risk of an investment in the Common Shares Units being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares Units being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.XxxxxxxxAOA. 3.9 3.7 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx AOA or anyone acting on behalf of Xx.Xxxxxxxx AOA and to receive answers concerning the terms of this Agreement and the Common SharesUnits, as well as about Xx.Xxxxxxxx AOA and its business generally, and to obtain any additional information that Xx.Xxxxxxxx AOA possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 3.8 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares Units offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common SharesUnits, or has recommended or endorsed the Common SharesUnits, and that the Common Shares Units have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 3.9 The Subscriber is subscribing for and purchasing the Common Shares Units without being furnished any offering materials, other than the Offering Circular Materials and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx AOA in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx AOA or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxx. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 3.10 The Subscriber is subscribing for and purchasing the Common Shares Units solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common SharesUnits, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common SharesUnits, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 3.11 The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.12 AOA’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). Subscriber hereby represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation: (a) None of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (b) To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price will cause AOA or any of its personnel, agents or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder. (c) When requested by AOA, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that AOA may release confidential information about the Subscriber and, if applicable, any underlying beneficial owner or Related Person to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. AOA reserves the right to request any information as is necessary to verify the identity of the Subscriber and the source of any payment to AOA. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, the subscription by the Subscriber may be refused. (d) Neither the Subscriber, nor any person or entity controlled by, controlling or under common control with the Subscriber, any of the Subscriber’s beneficial owners, any person for whom the Subscriber is acting as agent or nominee in connection with the Purchase nor, in the case of an Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor; (ii) a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction; (iii) a person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or Foreign Bank without a physical presence in any country, but does not include a regulated affiliate; or (iv) a person or entity who gives Subscriber reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank, an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction. (e) The Subscriber hereby agrees to immediately notify AOA if the Subscriber knows, or has reason to suspect, that any of the representations in this Section 3.12 have become incorrect or if there is any change in the information affecting these representations and covenants. (f) The Subscriber agrees that, if at any time it is discovered that any of the foregoing anti-money laundering representations are incorrect, or if otherwise required by applicable laws or regulations, AOA may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Subscriber’s interest in the Units.

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx the Company the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx upon signing up for the Site regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx the Company accepts this Subscriptionsubscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx the Company of any change in any statement made herein prior to the Subscriber’s receipt of Xx.Xxxxxxxx’ the Company’s acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” ”. The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx the Company and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx any additional documentation Xx.Xxxxxxxx may reasonably request, including documentation as may be required by Xx.Xxxxxxxx to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares Stock remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.Xxxxxxxxthe Company, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx the Company or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx the Company and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares Stock or the overall Xx.Xxxxxxxx Company venture. 3.5 The Subscriber has received and reviewed this Agreement Agreement, the Offering Circular and the Offering CircularCharter. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx the Company and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares Stock being purchased are is a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common SharesStock, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common SharesStock. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.Xxxxxxxx’ the Company’s performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx the Company believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an this investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased this investment for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.Xxxxxxxxthe Company. 3.9 If the Subscriber does not qualify as an “accredited investor,” that the amount of Common Stock being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal year end (for non-natural persons). 3.10 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx the Company or anyone acting on its behalf of Xx.Xxxxxxxx and to receive answers concerning the terms of this Agreement and the Common SharesStock, as well as about Xx.Xxxxxxxx the Company and its business generally, and to obtain any additional information that Xx.Xxxxxxxx the Company possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 3.11 The Subscriber agrees to provide any additional documentation the Company may reasonably request, including documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. 3.12 The Subscriber understands that no state or federal authority has scrutinized this Agreement or the Common Shares Stock offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common SharesStock, or has recommended or endorsed the Common SharesStock, and that the Common Shares have Stock has not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 3.13 The Subscriber understands that the Company has not been registered under the Investment Company Act of 1940. In addition, the Subscriber understands that the Company’s manager, SW Manager, LLC, is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). 3.14 The Subscriber is subscribing for and purchasing the Common Shares Stock without being furnished any offering materialsliterature, other than the Offering Circular Circular, the Charter and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx the Company in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx the Company or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 3.15 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.Xxxxxxxxthe Company. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 3.16 The Subscriber is subscribing for and purchasing the Common Shares Stock solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders stockholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common SharesStock, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common SharesStock, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 3.17 The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated envisioned herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.18 The Company’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). Subscriber hereby represents, covenants, and agrees that, to the best of Subscriber’s knowledge based on reasonable investigation: (a) None of the Subscriber’s funds tendered for the Purchase Price (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (b) To the extent within the Subscriber’s control, none of the Subscriber’s funds tendered for the Purchase Price will cause the Company or any of its personnel or affiliates to be in violation of federal anti-money laundering laws, including (without limitation) the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and/or any regulations promulgated thereunder. (c) When requested by the Company, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the Company may release confidential information about the Subscriber and, if applicable, any underlying beneficial owner or Related Person1 to U.S. regulators and law enforcement authorities, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. The Company reserves the right to request any information as is necessary to verify the identity of the Subscriber and the source of any payment to the Company. In the event of delay or failure by the Subscriber to produce any information required for verification purposes, the subscription by the Subscriber may be refused. (d) Neither the Subscriber, nor any person or entity controlled by, controlling or under common control with the Subscriber, any of the Subscriber’s beneficial owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment nor, in the case of a Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor; (ii) a Senior Foreign Political Figure, any member of a Senior Foreign Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children and in-laws, or any Close Associate of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction; (iii) a person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or Bank without a physical presence in any country, but does not include a regulated affiliate; “Foreign Bank” shall mean an organization that (i) is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank; “Non-Cooperative Jurisdiction” shall mean any foreign country that has been designated as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Task Force on Money Laundering, of which the U.S. is a member and with which designation the U.S. representative to the group or organization continues to concur; “Prohibited Investor” shall mean a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Company in connection therewith; “Related Person” shall mean, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the

Investment Representations and Warranties of the Subscriber. The Subscriber represents and warrants to Xx.Xxxxxxxx Emerald Pharmaceuticals the following: 3.1 The information that the Subscriber has furnished herein, including (without limitation) the information furnished by the Subscriber to Xx.Xxxxxxxx Emerald Pharmaceuticals regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”) ), set forth on Annex A, and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that Xx.Xxxxxxxx Emerald Pharmaceuticals accepts this Subscription. Further, the Subscriber shall immediately notify Xx.Xxxxxxxx Emerald Pharmaceuticals of any change in any statement made herein prior to the Subscriber’s receipt of Xx.XxxxxxxxEmerald Pharmaceuticals’ acceptance of this Subscription, including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber may be fully relied upon by Xx.Xxxxxxxx Emerald Pharmaceuticals and by any investigating party relying on them. The Subscriber (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D D, which definition is set forth on Annex A or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Common Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal yearend (for non-natural persons). The Subscriber agrees to provide to Xx.Xxxxxxxx Emerald Pharmaceuticals any additional documentation Xx.Xxxxxxxx Emerald Pharmaceuticals may reasonably request, including documentation as may be required by Xx.Xxxxxxxx Emerald Pharmaceuticals to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act... 3.2 The Subscriber, if an entity, is, and shall at all times while it holds Common Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America (or non-U.S. country) of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Subscriber, if a natural person, is eighteen (18) years of age or older and competent to enter into a contractual obligation. The principal place of business or principal residence of the Subscriber is as shown on the signature page of this Agreement. 3.3 The Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by Xx.XxxxxxxxEmerald Pharmaceuticals, is a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms. 3.4 At no time has it been expressly or implicitly represented, guaranteed or warranted to the Subscriber by Xx.Xxxxxxxx Emerald Pharmaceuticals or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of Xx.Xxxxxxxx Emerald Pharmaceuticals and/or its officers or directors in any way indicates the predictable or probable results of the ownership of the Common Shares or the overall Xx.Xxxxxxxx Emerald Pharmaceuticals venture. 3.5 The Subscriber has received and reviewed this Agreement and the Offering Circular. The Subscriber and/or the Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by Xx.Xxxxxxxx Emerald Pharmaceuticals or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with Xx.Xxxxxxxx Emerald Pharmaceuticals and its business to evaluate the merits and risks of an investment, to make an informed investment decision and to protect the Subscriber’s own interests in connection with the Purchase. 3.6 The Subscriber understands that the Common Shares being purchased are a speculative investment which involves a substantial degree of risk of loss of the Subscriber’s entire investment in the Common Shares, and the Subscriber understands and is fully cognizant of the risk factors related to the purchase of the Common Shares. The Subscriber has read, reviewed, reviewed and understood the risk factors set forth in the Offering Circular. 3.7 The Subscriber understands that any forecasts or predictions as to Xx.XxxxxxxxEmerald Pharmaceuticals’ performance are based on estimates, assumptions and forecasts that Xx.Xxxxxxxx Emerald Pharmaceuticals believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. 3.8 The Subscriber is able to bear the economic risk of an investment in the Common Shares being purchased and, without limiting the generality of the foregoing, is able to hold the Common Shares being purchased for an indefinite period of time. The Subscriber has adequate means to provide for the Subscriber’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Subscriber’s entire investment in Xx.XxxxxxxxEmerald Pharmaceuticals. 3.9 The Subscriber has had an opportunity to ask questions of Xx.Xxxxxxxx Emerald Pharmaceuticals or anyone acting on behalf of Xx.Xxxxxxxx Emerald Pharmaceuticals and to receive answers concerning the terms of this Agreement and the Common Shares, as well as about Xx.Xxxxxxxx Emerald Pharmaceuticals and its business generally, and to obtain any additional information that Xx.Xxxxxxxx Emerald Pharmaceuticals possesses or can acquire without unreasonable effort or expense, that is necessary to verify the accuracy of the information contained in this Agreement. Further, all such questions have been answered to the full satisfaction of the Subscriber. 3.10 The Subscriber understands that no state or federal authority in the U.S. or authority outside the U.S. has scrutinized this Agreement or the Common Shares offered pursuant hereto, has made any finding or determination relating to the fairness for investment of the Common Shares, or has recommended or endorsed the Common Shares, and that the Common Shares have not been registered or qualified under the Act or any state securities laws, in reliance upon exemptions from registration thereunder. 3.11 The Subscriber is subscribing for and purchasing the Common Shares without being furnished any offering materials, other than the Offering Circular and this Agreement, and such other related documents, agreements or instruments as may be attached to the foregoing documents as exhibits or supplements thereto, or as the Subscriber has otherwise requested from Xx.Xxxxxxxx Emerald Pharmaceuticals in writing, and without receiving any representations or warranties from Xx.Xxxxxxxx Emerald Pharmaceuticals or its agents and representatives other than the representations and warranties contained in said documents, and is making this investment decision solely in reliance upon the information contained in said documents and upon any investigation made by the Subscriber or the Subscriber’s advisors. 3.12 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to Xx.XxxxxxxxEmerald Pharmaceuticals. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 3.13 The Subscriber is subscribing for and purchasing the Common Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Common Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Common Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 3.14 The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions contemplated herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 3.15 Emerald Pharmaceuticals’ intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). The Subscriber agrees that, if at any time it is discovered that Emerald Pharmaceuticals has been or may be found to have violated the PATRIOT Act or any other anti-money laundering laws or regulations as a result of the Purchase or receipt of the Purchase Price, or if otherwise required by applicable laws or regulations, Emerald Pharmaceuticals may undertake appropriate actions, and the Subscriber agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Subscriber’s interest in the Common Shares. The Subscriber agrees to provide any and all documentation requested by Emerald Pharmaceuticals to ensure compliance with the PATRIOT Act or other laws or regulations. 3.16 The Subscriber confirms that the Subscriber has been advised to consult with the Subscriber’s independent attorney regarding legal matters concerning Emerald Pharmaceuticals and to consult with independent tax advisers regarding the tax consequences of investing in Emerald Pharmaceuticals. 3.17 If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Common Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Common Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Common Shares. The Subscriber’s subscription and Purchase of and continued beneficial ownership of the Common Shares will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. 3.18 The Subscriber acknowledges that the Purchase Price per Common Share to be sold in this offering was set by Emerald Pharmaceuticals on the basis of Emerald Pharmaceuticals’ internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of securities of Emerald Pharmaceuticals may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.