Common use of Representations and Understandings Clause in Contracts

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Units. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units and a public market for the underly securities may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks risk factors particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time he could bear a complete loss of his investmentinvestment without a change in lifestyle. The undersigned understands that any projections or other forward-looking statements that were which may be made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. . (iv) The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless or the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amendedamended (see the attached Purchaser Questionnaire), or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (avii) there is no public market for the Units and a public market for the underly securities may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (viii) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors purchaser representative with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entityundersigned. j. (ix) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (x) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xi) If the undersigned is a partnership, corporation, limited liability company corporation or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xii) The undersigned meets any additional suitability standards and/or financial requirements that which may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks risk factors particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time he could bear a complete loss of his investmentinvestment without a change in lifestyle. The undersigned understands that any projections or other forward-looking statements that were which may be made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Units. e. (v) The undersigned understands that the Units are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Units are “covered securities” under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Units. The undersigned covenants not to a broker/dealer registration sell, transfer or otherwise dispose of the shares of common stock underlying each Unit, the Warrant underlying each unit, and the shares of common stock available upon exercise of the Warrant, underlying shares of common stock or the Warrant has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless or the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amendedamended (see the attached Purchaser Questionnaire), or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (avii) there is no public market for the Units and a public market for the underly securities may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (viii) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors purchaser representative with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entityundersigned. j. (ix) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (x) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xi) If the undersigned is a partnership, corporation, limited liability company corporation or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements of the undersigned. m. (xii) The undersigned meets any additional suitability standards and/or financial requirements that which may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed been given the opportunity to read and review it carefully, and has had an opportunity to question representatives of the Company and to obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his this investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular or otherwise provided to the undersigned are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering Offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996 and/or are exempt from such registration under Regulation A. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his this investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the this investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state or jurisdiction indicated below his his, her or its signature on the signature page of this Subscription Agreement and the undersigned is a resident of such statestate or jurisdiction. i. (ix) The undersigned has relied solely upon the Offering Circular Circular, other material provided by the Company and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular or other material provided by the Company have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he he, she or she it resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. The undersigned has received a copy of the Offering Circular, has been given the opportunity to read the section of the Offering Circular entitled “Investor Eligibility Standards” and hereby agrees to comply with all requirements of the USA PATRIOT Act and all other know-your-customer and anti-money-laundering laws and regulations. Furthermore, the undersigned hereby makes the representations set out in paragraphs (1) – (4) of the section of the “Investor Eligibility Standards” of the Offering Circular. (xiv) The undersigned consents to, and agrees to be bound by all the terms of the bylaws of the Company, including but not limited to, any restrictions on voting rights and/or any transfer restrictions contained in said bylaws.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration Tier 2 offering pursuant to Regulation A of the Securities Act of 1933 and has confirmed that the Company has filed appropriated notice filings in the state of ______________. Therefore, undersigned is a resident jurisdiction of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________undersigned’s residence. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration Tier 2 offering pursuant to Regulation A of the Securities Act of 1933, and has confirmed that the Company has filed appropriated notice filings in the state of ______________. Therefore, undersigned is a resident jurisdiction of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________undersigned’s residence. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration Tier 2 offering pursuant to Regulation A of the Securities Act of 1933 and has confirmed that the Company has filed appropriated notice filings in the state of ______________. Therefore, undersigned is a resident jurisdiction of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________undersigned’s residence. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration Tier 1 offering pursuant to Regulation A of the Securities Act of 1933 and has confirmed that the Company has filed appropriated notice filings in the state of ______________. Therefore, undersigned is a resident jurisdiction of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________undersigned’s residence. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his his/her/its investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration Tier 1 offering pursuant to Regulation A of the Securities Act of 1933, and has confirmed that the Company has filed appropriated notice filings in the state of ______________. Therefore, undersigned is a resident jurisdiction of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________undersigned’s residence. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. The undersigned has no need for any liquidity in his his/her/its investment and is able to bear the economic risk of his the investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no a limited public market for the Units and Shares that more than a limited public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his his/her/its signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. n. Reserved.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned is of legal age to contract. (ii) The undersigned is acquiring the Series A Preferred Shares for investment purposes, for the undersigned’s own account only, with no intention or view to distributing the Series A Preferred Shares or any participation or interest therein. (iii) The undersigned has established only one account and shall not acquire more than $2,500 worth of Series A Preferred Shares in API. (iv) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, Prospectus. (v) The undersigned covenants not to transfer any Series A Preferred Shares and has had an opportunity to question representatives understands and agrees that transfers of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions Series A Preferred Shares will only occur by operation of the undersigned have been satisfactorily answered prior to making this investmentlaw. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “1933 Act”vi) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Units. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Series A Preferred Shares and a it is not likely that any public market for the underly securities may not Series A Preferred Shares will develop; (b) it may will not be possible to liquidate the investment readily; and (c) the Units undersigned must bear the economic risk of his investment in the Series A Preferred Shares for an indefinite period of time because the Series A Preferred Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may significant transfer restrictions and, therefore, cannot be availablesold; and (d) a legend as to the restrictions on transferability of the Series A Preferred Shares referred to herein will be made on the document evidencing the Series A Preferred Shares. h. (vii) All contacts and contracts between the undersigned and the Company API regarding the offer and sale to him of Units Series A Preferred Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (viii) The undersigned agrees not to transfer Transfer or assign this subscription or any interest therein. k. The (ix) Once the undersigned tenders their electronic subscription for the securities contemplated under this Subscription Agreement, API shall be in immediate receipt of the offer to purchase and either confirm or deny acceptance of the undersigned’s offer. If the undersigned receives confirmation of acceptance of their subscription, the undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate terminate, or revoke this subscription. l. If the (x) The undersigned is a natural person and not a partnership, corporation, limited liability company corporation or trust, it has been duly formed, is validly existing, has full power and authority . (xi) The undersigned permits API to make this investment, and has not been formed for the specific purpose of investing use his or her name in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements credits of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that feature film currently entitled “Xxxxx Xxxxxxxx Unplugged”, or as it may be required entitled in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minorfuture.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________New York. Therefore, undersigned is a resident of the state of ______________ New York or has otherwise undergone the purchase of the Units Shares in the state of ________________New York. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has read and reviewed it carefully, and has had an opportunity to question representatives of the Company and to obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his this investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular or otherwise provided to the undersigned are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering Offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of Units. e. (v) The undersigned understands that the Units are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Units are “covered securities” under the National Securities Market Improvement Act of 1996 and/or are exempt from such registration under Regulation A. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Units. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Unit unless such Unit has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his this investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units and a public market for the underly securities Units may not develop; (b) it may not be possible to liquidate the this investment readily; and (c) the Units have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units have been made within the state or jurisdiction indicated below his his, her or its signature on the signature page of this Subscription Agreement and the undersigned is a resident of such statestate or jurisdiction. i. (ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he he, she or she it resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. The undersigned has read the section of the Offering Circular entitled “Investor Eligibility Standards” and hereby agrees to comply with all requirements of the USA PATRIOT Act and all other know-your-customer and anti-money-laundering laws and regulations. Furthermore, the undersigned hereby makes the representations set out in paragraphs (1) – (4) of the section of the “Investor Eligibility Standards” of the Offering Circular. (xiv) The undersigned consents to, and agrees to be bound by all the terms of the Amended and Restated Operating Agreement of the Company, including but not limited to, any restrictions on voting rights and/or any transfer restrictions contained in said Amended and Restated Operating Agreement.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has read and reviewed it carefully, and has had an opportunity to question representatives of the Company and to obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his this investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular or otherwise provided to the undersigned are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering Offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996 and/or are exempt from such registration under Regulation A. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his this investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the this investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state or jurisdiction indicated below his his, her or its signature on the signature page of this Subscription Agreement and the undersigned is a resident of such statestate or jurisdiction. i. (ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he he, she or she it resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. The undersigned has read the section of the Offering Circular entitled “Investor Eligibility Standards” and hereby agrees to comply with all requirements of the USA PATRIOT Act and all other know-your-customer and anti-money-laundering laws and regulations. Furthermore, the undersigned hereby makes the representations set out in paragraphs (1) – (4) of the section of the “Investor Eligibility Standards” of the Offering Circular. (xiv) The undersigned consents to and agrees to be bound by all the terms of the operating agreement of the Company, including but not limited to, any restrictions on voting rights and/or any other restrictions contained in said operating agreement.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are "covered securities" under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned's representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. (vii) The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed been given the opportunity to read and review it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are "covered securities" under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned's representations and warranties and those of other purchasers of Shares. The undersigned covenants not to a broker/dealer registration sell, transfer or otherwise dispose of any of the Shares unless such Shares have been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him or her of Units Shares have been made within the state indicated below his subscriber’s signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (ix) The undersigned has relied solely upon the Offering Circular Circular, other material provided by the Company and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular and other material provided by the Company have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. The undersigned has received a copy of the Offering Circular, has been given the opportunity to read the section of the Offering Circular entitled “Investor Eligibility Standards” and hereby agrees to comply with all requirements of the USA PATRIOT Act and all other know-your-customer and anti-money-laundering laws and regulations. Furthermore, the undersigned hereby makes the representations set out in paragraphs (1) – (4) of the section of the “Investor Eligibility Standards” of the Offering Circular. (xiv) The undersigned consents to, and agrees to be bound by all the terms of the Bylaws of the Company, including but not limited to, any restrictions on voting rights and/or any transfer restrictions contained in said Bylaws.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, ; including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration Tier 1 offering pursuant to Regulation A of the Securities Act of 1933 and has confirmed that the Company has filed appropriated notice filings in the state of ______________. Therefore, undersigned is a resident jurisdiction of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________undersigned’s residence. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are "covered securities" under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned's representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(24(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(24(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. (vii) The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are "covered securities" under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned's representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him or her of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed been given the opportunity to read and review it carefully, and has had an opportunity to question representatives of the Company and to obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his this investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular or otherwise provided to the undersigned are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering Offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996 and/or are exempt from such registration under Regulation A. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his this investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the this investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state or jurisdiction indicated below his his, her or its signature on the signature page of this Subscription Agreement and the undersigned is a resident of such statestate or jurisdiction. i. (ix) The undersigned has relied solely upon the Offering Circular Circular, other material provided by the Company and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular or other material provided by the Company have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he he, she or she it resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. The undersigned has received a copy of the Offering Circular, has been given the opportunity to read the section of the Offering Circular entitled “Investor Eligibility Standards” and hereby agrees to comply with all requirements of the USA PATRIOT Act and all other know-your-customer and anti-money-laundering laws and regulations. Furthermore, the undersigned hereby makes the representations set out in paragraphs (1) – (4) of the section of the “Investor Eligibility Standards” of the Offering Circular. (xiv) The undersigned consents to, and agrees to be bound by all the terms of the bylaws of the Company, including but not limited to, any restrictions on voting rights, any right of first refusal and/or any transfer restrictions contained in said bylaws.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units shares and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Unitsshares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, the undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units Shares in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units and a public market for the underly securities may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has read and reviewed it carefully, and has had an opportunity to question representatives of the Company and to obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his this investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular or otherwise provided to the undersigned are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering Offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996 and/or are exempt from such registration under Regulation A. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his this investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the this investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state or jurisdiction indicated below his his, her or its signature on the signature page of this Subscription Agreement and the undersigned is a resident of such statestate or jurisdiction. i. (ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he he, she or she it resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. The undersigned has read the section of the Offering Circular entitled “Investor Eligibility Standards” and hereby agrees to comply with all requirements of the USA PATRIOT Act and all other know-your-customer and anti-money-laundering laws and regulations. Furthermore, the undersigned hereby makes the representations set out in paragraphs (1) – (4) of the section of the “Investor Eligibility Standards” of the Offering Circular. (xiv) The undersigned consents to, and agrees to be bound by all the terms of the Bylaws of the Company, including but not limited to, any restrictions on voting rights and/or any transfer restrictions contained in said Bylaws.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed been given the opportunity to read and review it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. . (iv) The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. (v) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, the requirements for which are set forth in the Offering Circular. or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) that the Company’s shares of common stock are quoted on the OTCQB Venture Market under the symbol “UBID” and that while its common stock has been on the OTCQB Venture Market, there has been limited trading volume and the trading prices have been volatile and there is no public guarantee that an active trading market for the Units and a public market for the underly securities may not will develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him or her of Units Shares have been made within the state indicated below his subscriber’s signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (ix) The undersigned has relied solely upon the Offering Circular Circular, other material provided by the Company and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular and other material provided by the Company have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned is of legal age to contract. (ii) The undersigned is acquiring the Class A Shares for investment purposes, for the undersigned’s own account only, with no intention or view to distributing the Class A Shares or any participation or interest therein. (iii) The undersigned has established only one account and shall not acquire more than $2,500 worth of Class A Shares in 35. (iv) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investmentProspectus. b. (v) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (vi) The undersigned has evaluated the risks of this investment in the Company35, including those risks particularly described in the Offering CircularProspectus, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time he could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular Registration Statement are mere estimates and may not reflect the actual results of the Company35’s operations. . (vii) The undersigned covenants not to transfer any Class A Share and understands and agrees that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company transfers of the funds they receive from this offering Class A Shares will only occur by operation of law and from your investment. d. The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Units. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) 19 of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2Operating Agreement. (viii) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Class A Shares and a it is not likely that any public market for the underly securities may not Class A Shares will develop; (b) it may will not be possible to liquidate the investment readily; and (c) the Units undersigned must bear the economic risk of his investment in the Class A Shares for an indefinite period of time because the Class A Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may significant transfer restrictions and, therefore, cannot be availablesold; and (d) a legend as to the restrictions on transferability of the Class A Shares referred to herein will be made on the document evidencing the Class A Share. h. (ix) All contacts and contracts between the undersigned and the Company 35 regarding the offer and sale to him of Units Class A Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (x) The undersigned has relied solely upon the Offering Circular Prospectus and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Class A Shares subscribed for herein, and no oral or written representations beyond the Offering Circular Prospectus have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entityundersigned. j. (xi) The undersigned agrees not to transfer Transfer or assign this subscription or any interest therein. k. The (xii) Once the undersigned tenders their electronic subscription for the securities contemplated under this Subscription Agreement, 35 shall be in immediate receipt of the offer to purchase and either confirm or deny, acceptance of the undersigned’s offer. If the undersigned receives confirmation of acceptance of their subscription, the undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the (xiii) The undersigned is a natural person and not a partnership, corporation, limited liability company corporation or trust. (xiv) The undersigned agrees to receive all 35 financial reports and other public company filings required by the Securities Exchange Act of 1934, it has been duly formedas amended in electronic format, is validly existingincluding, has full power and authority to make this investmentbut not limited to, email, pdf, and has not been formed for the specific purpose of investing in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid35’s website, binding and enforceable agreements of the undersignedeach as determined by Manager. m. (xv) The undersigned meets any additional suitability standards and/or financial requirements that which may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties warranties, and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed been given the opportunity to read and review it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her her, or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her her, or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his his, her, or its investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. . (iv) The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Bonds are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) ), on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of UnitsBonds. e. (v) The undersigned understands that the Units Bonds are not being offered pursuant to qualified under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a broker/dealer registration or an exemption from qualifiable public offering in such registration state, since the Bonds are “covered securities” under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the state of ______________. Therefore, undersigned is a resident truth and accuracy of the state undersigned’s representations and warranties, and those of ______________ or has otherwise undergone the purchase other purchasers of the Units in the state of ________________Bonds. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities 1933 Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is also defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of D, the Securities Act of 1933, as amendedrequirements for which are set forth in the Offering Statement, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who donor meets the requirements of net worth, annual income income, or criteria for being an “accredited investor.” g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his his, her, or its investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) that there is currently no public market for the Units Bonds and a public market for the underly securities may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be availablenone is expected. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him him, her, or it of Units the Bonds have been made within the state indicated below his subscriber’s signature on the signature page of this Subscription Agreement and the undersigned is a resident of, or, if an entity, is domiciled in or has its principal place of business in, such state. i. (ix) The undersigned has relied solely upon the Offering Circular Circular, other material provided by the Company, and independent investigations made by him him, her, or her it or his his, her, or her its representatives and advisors with respect to the Units Bonds subscribed for herein, and no oral or written representations beyond the Offering Circular and other material provided by the Company have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate terminate, or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company company, or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsBonds. This Subscription Agreement and all other documents executed in connection with this subscription for Units the Bonds are valid, binding binding, and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________New York or Michigan. Therefore, undersigned is a resident of the state of ______________ New York or Michigan or has otherwise undergone the purchase of the Units Shares in the state of ________________New York or Michigan. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units and company’s securities trade on the OTC Markets with a public market for the underly securities may not developsporadic market; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, resides or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, requirements and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering CircularMemorandum, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering CircularMemorandum, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time he could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were which may be made in the Offering Circular Memorandum are mere estimates and may not reflect the actual results of the Company’s operations. . (iv) The undersigned understands that has (i) a net worth (or joint net worth with spouse) of at least $1,000,000, or (ii) an annual gross income during the Use of Proceeds made previous two years, and reasonably expects to have gross income in the Offering Circular are estimatescurrent year, are not bindingof at least $200,000 (or $300,000 collectively with spouse), and are subject to or (iii) otherwise meets the Company’s discretion, and may not reflect the actual use criteria for being an “Accredited Investor” as defined in Rule 501 of proceeds by the Company Regulation D promulgated under Section 4(2) of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Units. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence), or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2(iv) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net wortheither (i), annual income (ii) or criteria for being an “accredited investor(iii) above.” g. (v) The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a it is not likely that any public market for the underly securities may not Shares will develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units undersigned must bear the economic risk of his investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities 1933 Act of 1933 and applicable state law and or an exemption from such registration for resale may not is available; (d) a legend as to the restrictions on transferability of the Shares referred to herein will be availablemade on the document evidencing the Share, and (e) a notation in the appropriate records of the Company will be made with respect to any restrictions on transfer of Shares. h. (vi) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (vii) The undersigned has relied solely upon the Offering Circular Memorandum and independent investigations made by him or her or his or her representatives and advisors purchaser representative with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular Memorandum have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entityundersigned. j. (viii) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (ix) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (x) If the undersigned is a partnership, corporation, limited liability company corporation or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xi) The undersigned meets any additional suitability standards and/or financial requirements that which may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and he is not a minor. (xii) The undersigned has a pre-existing business relationship with an officer, director, employee, consultant or other affiliate of the Company, and was not offered these securities by any form of cold calling, general solicitation, or advertisement. The offer to sell the Shares was directly communicated to the undersigned by the Company through the Memorandum in such a manner that the undersigned was able to ask questions of and receive answers from the Company, or a person acting on its behalf, concerning the terms and conditions of this transaction. At no time was the undersigned presented with or solicited by or through any article, notice or other communication published in any newspaper or other leaflet, public promotional meeting, television, radio or other broadcast or transmittal advertisement or any other form of general advertising.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned is of legal age to contract. (ii) The undersigned is acquiring the Class A Shares for investment purposes, for the undersigned’s own account only, with no intention or view to distributing the Class A Shares or any participation or interest therein. (iii) The undersigned has established only one account and shall not acquire more than $2,500 worth of Class A Shares in Waitlist. (iv) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, Prospectus. (v) The undersigned covenants not to transfer any Class A Share and has had an opportunity to question representatives understands and agrees that transfers of the Company Class A Shares will only occur by operation of law and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Units. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) 19 of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2Operating Agreement. (vi) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Class A Shares and a it is not likely that any public market for the underly securities may not Class A Shares will develop; (b) it may will not be possible to liquidate the investment readily; and (c) the Units undersigned must bear the economic risk of his investment in the Class A Shares for an indefinite period of time because the Class A Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may significant transfer restrictions and, therefore, cannot be availablesold; and (d) a legend as to the restrictions on transferability of the Class A Shares referred to herein will be made on the document evidencing the Class A Share. h. (vii) All contacts and contracts between the undersigned and the Company Waitlist regarding the offer and sale to him of Units Class A Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (viii) The undersigned agrees not to transfer Transfer or assign this subscription or any interest therein. k. The (ix) Once the undersigned tenders their electronic subscription for the securities contemplated under this Subscription Agreement, Waitlist shall be in immediate receipt of the offer to purchase and either confirm or deny, acceptance of the undersigned’s offer. If the undersigned receives confirmation of acceptance of their subscription, the undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the (x) The undersigned is a natural person and not a partnership, corporation, limited liability company corporation or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed been given the opportunity to read and review it carefully, and has had an opportunity to question representatives of the Company and to obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its their financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or itthem. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his this investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular or otherwise provided to the undersigned are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering Offering and from your the investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996 and/or are exempt from such registration under Regulation A. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her the undersigned’s primary residence, or his/her the undersigned’s annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amendedAct, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amendedAct, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or income, and other criteria for being an “accredited investor.” See Annex A for the requirements to qualify as an “accredited investor.” g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his this investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no a limited public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the this investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state or jurisdiction indicated below his their signature on the signature page of this Subscription Agreement and the undersigned is a resident of such statestate or jurisdiction. i. (ix) The undersigned has relied solely upon the Offering Circular Circular, other material provided by the Company, and independent investigations made by him them or her or his or her their representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular or other material provided by the Company have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate terminate, or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company company, or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding binding, and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she residesthey reside, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. The undersigned has received a copy of the Offering Circular, has been given the opportunity to read the section of the Offering Circular entitled “Investment Limitations” in the Plan of Distribution section and hereby agrees to comply with all requirements of the USA PATRIOT Act and all other know-your-customer and anti-money-laundering laws and regulations. (xiv) The undersigned consents to, and agrees to be bound by all the terms of the bylaws of the Company, including but not limited to, any restrictions on voting rights and/or any transfer restrictions contained in said bylaws.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned is of legal age to contract. (ii) The undersigned is acquiring the Series A Preferred Shares for investment purposes, for the undersigned’s own account only, with no intention or view to distributing the Series A Preferred Shares or any participation or interest therein. (iii) The undersigned has established only one account and shall not acquire more than $2,500 worth of Series A Preferred Shares in API. (iv) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, Prospectus. (v) The undersigned covenants not to transfer any Series A Preferred Shares and has had an opportunity to question representatives understands and agrees that transfers of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions Series A Preferred Shares will only occur by operation of the undersigned have been satisfactorily answered prior to making this investmentlaw. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “1933 Act”vi) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Units. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Series A Preferred Shares and a it is not likely that any public market for the underly securities may not Series A Preferred Shares will develop; (b) it may will not be possible to liquidate the investment readily; and (c) a legend as to the Units have not been registered under restrictions on transferability of the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not Series A Preferred Shares referred to herein will be availablemade on the document evidencing the Series A Preferred Shares. h. (vii) All contacts and contracts between the undersigned and the Company API regarding the offer and sale to him of Units Series A Preferred Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (viii) The undersigned agrees not to transfer Transfer or assign this subscription or any interest therein. k. The (ix) Once the undersigned tenders their electronic subscription for the securities contemplated under this Subscription Agreement, API shall be in immediate receipt of the offer to purchase and either confirm or deny acceptance of the undersigned’s offer. If the undersigned receives confirmation of acceptance of their subscription, the undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate terminate, or revoke this subscription. l. If the (x) The undersigned is a natural person and not a partnership, corporation, limited liability company corporation or trust, it has been duly formed, is validly existing, has full power and authority . (xi) The undersigned permits API to make this investment, and has not been formed for the specific purpose of investing use his or her name in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements credits of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that feature film currently entitled “Xxxxx Xxxxxxxx Unplugged”, or as it may be required entitled in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minorfuture.

Representations and Understandings. The undersigned Subscriber hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned Subscriber has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned Subscriber requested. All questions of the undersigned Subscriber have been satisfactorily answered prior to making this investment. b. The undersigned Subscriber has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s Subscriber's investment, and to make an informed decision relating thereto; or the undersigned Subscriber has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s Subscriber's investment, and to make an informed decision relating thereto. c. The undersigned Subscriber has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned Subscriber has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned Subscriber understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned Subscriber understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned Subscriber understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Securities Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s Subscriber's representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned Subscriber understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________New York. Therefore, undersigned Subscriber is a resident of the state of ______________ New York or has otherwise undergone the purchase of the Units Shares in the state of ________________New York. f. The amount of this investment by the undersigned Subscriber does not exceed 10% of the greater of the undersigned’s Subscriber's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned Subscriber is an “accredited investorSubscriber,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investorSubscriber.” g. The undersigned Subscriber has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned Subscriber has been advised and is aware that: (a) there is no active public market for the Units Shares and a an active public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned Subscriber and the Company regarding the offer and sale to him him/her/it of Units Shares have been made within the state indicated below his his/her/its signature on the signature page of this Subscription Agreement and the undersigned Subscriber is a resident of such state. i. The undersigned Subscriber has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned Subscriber or relied upon by the undersigned Subscriber by the Company, its representatives or assigns, or any other person or entity. j. The undersigned Subscriber agrees not to transfer or assign this subscription or any interest therein. k. The undersigned Subscriber hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned Subscriber is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned Subscriber is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersignedSubscriber. m. The undersigned Subscriber meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. f. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. g. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. h. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. i. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. j. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. k. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. l. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration Tier 1 offering pursuant to Regulation A of the Securities Act of 1933, and has confirmed that the Company has filed appropriated notice filings in the state of ______________. Therefore, undersigned is a resident jurisdiction of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________undersigned’s residence. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed been given the opportunity to read and review it carefully, and has had an opportunity to question representatives of the Company and to obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its their financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or itthem. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his this investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular or otherwise provided to the undersigned are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering Offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996 and/or are exempt from such registration under Regulation A. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” See Annex A to see if you qualify as an “accredited investor.” g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his this investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no a limited public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the this investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state or jurisdiction indicated below his their signature on the signature page of this Subscription Agreement and the undersigned is a resident of such statestate or jurisdiction. i. (ix) The undersigned has relied solely upon the Offering Circular Circular, other material provided by the Company, and independent investigations made by him them or her or his or her their representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular or other material provided by the Company have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate terminate, or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she residesthey reside, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. The undersigned has received a copy of the Offering Circular, has been given the opportunity to read the section of the Offering Circular entitled “Investment Limitations” in the Plan of Distribution section and hereby agrees to comply with all requirements of the USA PATRIOT Act and all other know-your-customer and anti-money-laundering laws and regulations. (xiv) The undersigned consents to, and agrees to be bound by all the terms of the bylaws of the Company, including but not limited to, any restrictions on voting rights and/or any transfer restrictions contained in said bylaws.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of Units. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________registration. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units and a public market for the underly securities may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units and a public market for the underly securities may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units Shares in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units and Shares a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units Shares in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units and Shares a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. n. Reserved.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned is of legal age to contract. (ii) The undersigned is acquiring the Class A Units for investment purposes, for the undersigned’s own account only, with no intention or view to distributing the Class A Units or any participation or interest therein. (iii) The undersigned has established only one account and shall not acquire more than $2,500 worth of Class A Units in Waitlist. (iv) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, Prospectus. (v) The undersigned covenants not to transfer any Class A Units and has had an opportunity to question representatives understands and agrees that transfers of the Company Class A Shares will only occur by operation of law and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Units. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) 19 of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2Operating Agreement. (vi) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Class A Units and a it is not likely that any public market for the underly securities may not Class A Units will develop; (b) it may will not be possible to liquidate the investment readily; and (c) the undersigned must bear the economic risk of his investment in the Class A Units for an indefinite period of time because the Class A Units have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may significant transfer restrictions and, therefore, cannot be availablesold; and (d) a legend as to the restrictions on transferability of the Class A Units referred to herein will be made on the document evidencing the Class A Share. h. (vii) All contacts and contracts between the undersigned and the Company Waitlist regarding the offer and sale to him of Class A Units have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (viii) The undersigned agrees not to transfer Transfer or assign this subscription or any interest therein. k. The (ix) Once the undersigned tenders their electronic subscription for the securities contemplated under this Subscription Agreement, Waitlist shall be in immediate receipt of the offer to purchase and either confirm or deny, acceptance of the undersigned’s offer. If the undersigned receives confirmation of acceptance of their subscription, the undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the (x) The undersigned is a natural person and not a partnership, corporation, limited liability company corporation or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned is of legal age to contract. (ii) The undersigned is acquiring the Class A Shares for investment purposes, for the undersigned’s own account only, with no intention or view to distributing the Class A Shares or any participation or interest therein. (iii) The undersigned has established only one account and shall not acquire more than $2,500 worth of Class A Shares in Waitlist. (iv) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investmentProspectus. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. (v) The undersigned has adequate financial resources for an investment of this character, and at this time he could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular Registration Statement are mere estimates and may not reflect the actual results of the CompanyWaitlist’s operations. . (vi) The undersigned covenants not to transfer any Class A Share and understands and agrees that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company transfers of the funds they receive from this offering Class A Shares will only occur by operation of law and from your investment. d. The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Units. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) 19 of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2Operating Agreement. (vii) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Class A Shares and a it is not likely that any public market for the underly securities may not Class A Shares will develop; (b) it may will not be possible to liquidate the investment readily; and (c) the Units undersigned must bear the economic risk of his investment in the Class A Shares for an indefinite period of time because the Class A Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may significant transfer restrictions and, therefore, cannot be availablesold; and (d) a legend as to the restrictions on transferability of the Class A Shares referred to herein will be made on the document evidencing the Class A Share. h. (viii) All contacts and contracts between the undersigned and the Company Waitlist regarding the offer and sale to him of Units Class A Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (ix) The undersigned agrees not to transfer Transfer or assign this subscription or any interest therein. k. The (x) Once the undersigned tenders their electronic subscription for the securities contemplated under this Subscription Agreement, Waitlist shall be in immediate receipt of the offer to purchase and either confirm or deny, acceptance of the undersigned’s offer. If the undersigned receives confirmation of acceptance of their subscription, the undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the (xi) The undersigned is a natural person and not a partnership, corporation, limited liability company corporation or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements of the undersigned. m. (xii) The undersigned meets any additional suitability standards and/or financial requirements that which may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________New York. Therefore, undersigned is a resident of the state of ______________ New York or has otherwise undergone the purchase of the Units Shares in the state of ________________New York. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering CircularMemorandum, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering CircularMemorandum, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time he could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were which may be made in the Offering Circular Memorandum are mere estimates and may not reflect the actual results of the Company’s 's operations. . (iv) The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b4(2) of the 1933 ActAct and Rule 506 of Regulation D promulgated thereunder, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a public offering in such state. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned's representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount undersigned has (i) a net worth (or joint net worth with spouse) of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residenceat least $1,000,000, or his/her (ii) an annual gross income during the previous two years, and reasonably expects to have gross income in the prior full calendar current year, of at least $200,000 (or $300,000 collectively with spouse), or (iii) otherwise meets the criteria for being an "Accredited Investor" as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(24(2) of the Securities Act of 1933, as amendedamended (the "1933 Act"), or (iv) is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of either (i), (ii) or (iii) above. (vii) The undersigned understands that the Shares are not being registered under the securities laws of any state on the basis that the issuance thereof is exempt as an offer and sale to purchasers in such state meeting certain investor suitability standards with respect to income, net worth, annual income knowledge and sophistication. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned's representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or criteria for being otherwise dispose of a Share unless such Share has been registered under the applicable state securities laws, or an “accredited investorexemption from registration is available.” g. (viii) The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a it is not likely that any public market for the underly securities may not Shares will develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units undersigned must bear the economic risk of his investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities 1933 Act of 1933 and applicable state law and or an exemption from such registration for resale may not is available; (d) a legend as to the restrictions on transferability of the Shares referred to herein will be availablemade on the document evidencing the Share, and (e) a notation in the appropriate records of the Company will be made with respect to any restrictions on transfer of Shares. h. (ix) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (x) The undersigned has relied solely upon the Offering Circular Memorandum and independent investigations made by him or her or his or her representatives and advisors purchaser representative with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular Memorandum have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entityundersigned. j. (xi) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xii) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xiii) If the undersigned is a partnership, corporation, limited liability company corporation or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiv) The undersigned meets any additional suitability standards and/or financial requirements that which may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and he is not a minor. (xv) The undersigned has a pre-existing business relationship with an officer, director, employee, consultant or other affiliate of the Company, and was not offered these securities by any form of cold calling, general solicitation, or advertisement. The offer to sell the Shares was directly communicated to the undersigned by the Company through the Memorandum in such a manner that the undersigned was able to ask questions of and receive answers from the Company, or a person acting on its behalf, concerning the terms and conditions of this transaction. At no time was the undersigned presented with or solicited by or through any article, notice or other communication published in any newspaper or other leaflet, public promotional meeting, television, radio or other broadcast or transmittal advertisement or any other form of general advertising.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering CircularMemorandum, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering CircularMemorandum, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time he could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were projections, which may be made in the Offering Circular Memorandum, are mere estimates and may not reflect the actual results of the Company’s operations. . (iv) The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b4(2) of the 1933 ActAct and Rule 506, 505 or 504 of Regulation D promulgated thereunder, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Units.Shares e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a public offering in such state. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Unit unless such Unit has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount undersigned (i) has a net worth (or joint net worth with the purchaser’s spouse) of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residenceat least $1,000,000, or his/her (ii) has an annual gross income in the prior full calendar yearlast two years of at least $200,000, and expected gross income in the current year of at least $200,000 (or joint annual gross income with spouse of $300,000), or (iii) otherwise meets the requirements for an Accredited Investor as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(24(2) of the Securities Act of 1933, as amended, or (iv) is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of either (i), (ii) or (iii) above. The amount of the investment made by the undersigned in the Shares does not exceed 10% of the undersigned’s net worth, annual income excluding the undersigned’s home, home furnishings and automobiles. (vii) The undersigned understands that the Shares are not being registered under the securities laws of any state on the basis that the issuance thereof is exempt as an offer and sale to purchasers in such state meeting certain investor suitability standards with respect to income, net worth, knowledge and sophistication. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or criteria for being otherwise dispose of a Unit unless such Unit has been registered under the applicable state securities laws, or an “accredited investorexemption from registration is available.” g. (viii) The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a it is not likely that any public market for the underly securities may not Shares will develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units undersigned must bear the economic risk of his investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities 1933 Act of 1933 and applicable state law and or an exemption from such registration for resale may not is available; (d) a legend as to the restrictions on transferability of the Shares referred to herein will be availablemade on the document evidencing the Unit, and (e) a notation in the appropriate records of the Company will be made with respect to any restrictions on transfer of Shares. h. (ix) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (x) The undersigned has relied solely upon the Offering Circular Memorandum and independent investigations made by him or her or his or her representatives and advisors purchaser representative with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular Memorandum have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entityundersigned. j. (xi) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xii) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xiii) If the undersigned is a partnership, corporation, limited liability company corporation or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiv) The undersigned meets any additional suitability standards and/or financial requirements that which may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and he is not a minor. (xv) The undersigned has a pre-existing business relationship with an officer, director, employee, consultant or other affiliate of the Company, and was not offered these securities by any form of general solicitation or public advertisement. The undersigned conferred with an officer, director or employee of the Company prior to making an investment decision with respect to the Shares, and had a full opportunity to ask questions and receive additional information regarding the Company and the Shares from the officer, director or employee of the Company.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned is of legal age to contract. (ii) The undersigned is acquiring the Series A Preferred Shares for investment purposes, for the undersigned’s own account only, with no intention or view to distributing the Series A Preferred Shares or any participation or interest therein. (iii) The undersigned has established only one account and shall not acquire more than $2,500 worth of Series A Preferred Shares in API. (iv) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, Prospectus. (v) The undersigned covenants not to transfer any Series A Preferred Shares and has had an opportunity to question representatives understands and agrees that transfers of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions Series A Preferred Shares will only occur by operation of the undersigned have been satisfactorily answered prior to making this investmentlaw. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “1933 Act”vi) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Units. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Series A Preferred Shares and a it is not likely that any public market for the underly securities may not Series A Preferred Shares will develop; (b) it may will not be possible to liquidate the investment readily; and (c) a legend as to the Units have not been registered under restrictions on transferability of the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not Series A Preferred Shares referred to herein will be availablemade on the document evidencing the Series A Preferred Shares. h. (vii) All contacts and contracts between the undersigned and the Company API regarding the offer and sale to him of Units Series A Preferred Shares have been made within the state indicated below his the signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (viii) The undersigned agrees not to transfer or assign this subscription Agreement or any interest therein. k. The (ix) Once the undersigned tenders their electronic subscription for the securities contemplated under this Agreement, API shall be in immediate receipt of the offer to purchase and either confirm or deny acceptance of the undersigned’s offer. If the undersigned receives confirmation of acceptance of their subscription, the undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate terminate, or revoke this subscription. Once all of the Series A Preferred Shares have been sold and the funds have been released from the impound account, the Series A Preferred Shares will be deemed issued to the investors. For clarity, investors will not have rights and obligations as Shareholders until all of the Series A Preferred Shares have been sold and issued. l. If the (x) The undersigned is a natural person and not a partnership, corporation, limited liability company corporation or trust, it has been duly formed, is validly existing, has full power and authority . (xi) The undersigned permits API to make this investment, and has not been formed for the specific purpose of investing use his or her name in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements credits of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that feature film currently entitled “Xxxxx Xxxxxxxx Unplugged”, or as it may be required entitled in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minorfuture.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units Shares in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units and Shares a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his his/her/its investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident Tier 2 offering pursuant to Regulation A of the state Securities Act of ______________ or has otherwise undergone the purchase of the Units in the state of ________________1933. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. The undersigned has no need for any liquidity in his his/her/its investment and is able to bear the economic risk of his the investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no a limited public market for the Units and Shares that more than a limited public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his his/her/its signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________New York. Therefore, undersigned is a resident of the state of ______________ New York or has otherwise undergone the purchase of the Units Shares in the state of ________________New York. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, resides or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, requirements and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned is of legal age to contract. (ii) The undersigned is acquiring the Class A Shares for investment purposes, for the undersigned’s own account only, with no intention or view to distributing the Class A Shares or any participation or interest therein. (iii) The undersigned has established only one account and shall not acquire more than $2,500 worth of Class A Shares in Waitlist. (iv) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, Prospectus. (v) The undersigned covenants not to transfer any Class A Share and has had an opportunity to question representatives understands and agrees that transfers of the Company Class A Shares will only occur by operation of law and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Units. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) 19 of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2Operating Agreement. (vi) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Class A Shares and a it is not likely that any public market for the underly securities may not Class A Shares will develop; (b) it may will not be possible to liquidate the investment readily; and (c) the Units undersigned must bear the economic risk of his investment in the Class A Shares for an indefinite period of time because the Class A Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may significant transfer restrictions and, therefore, cannot be availablesold; and (d) a legend as to the restrictions on transferability of the Class A Shares referred to herein will be made on the document evidencing the Class A Share. h. (vii) All contacts and contracts between the undersigned and the Company Waitlist regarding the offer and sale to him of Units Class A Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (viii) The undersigned agrees not to transfer Transfer or assign this subscription or any interest therein. k. The (ix) Once the undersigned tenders their electronic subscription for the securities contemplated under this Subscription Agreement, Waitlist shall be in immediate receipt of the offer to purchase and either confirm or deny, acceptance of the undersigned’s offer. If the undersigned receives confirmation of acceptance of their subscription, the undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the (x) The undersigned is a natural person and not a partnership, corporation, limited liability company corporation or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements of the undersigned. m. (xi) The undersigned meets any additional suitability standards and/or financial requirements that which may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed been given the opportunity to read and review it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of Units. e. (v) The undersigned understands that the Units are not being offered pursuant to registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a broker/dealer registration or an exemption from registerable public offering in such registration state, since the Units are "covered securities" under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the state of ______________. Therefore, undersigned is a resident truth and accuracy of the state undersigned's representations and warranties and those of ______________ or has otherwise undergone the purchase other purchasers of the Units in the state of ________________Units. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, the requirements for which are set forth in the Offering Statement. or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is currently no public market for the Units and although the Company intends to apply to have the Units quoted on the OTCQB Venture Market, a public market for the underly securities Units may not develop; develop and (b) even if such application is accepted, it may not be possible to readily liquidate the investment readily; and in the Units.. (cviii) the Units have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him or her of Units have been made within the state indicated below his subscriber’s signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (ix) The undersigned has relied solely upon the Offering Circular Circular, other material provided by the Company and independent investigations made by him or her or his or her representatives and advisors with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular and other material provided by the Company have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units Shares in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units and Shares a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed been given the opportunity to read and review it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. . (iv) The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. (v) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, the requirements for which are set forth in the Offering Circular. or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. (vi) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) that the Company’s shares of common stock are quoted on the OTCQB Venture Market under the symbol “RSTN” and that while its common stock has been on the OTCQB Venture Market, there has been limited trading volume and the trading prices have been volatile and there is no public guarantee that an active trading market for the Units and a public market for the underly securities may not will develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (vii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him or her of Units Shares have been made within the state indicated below his subscriber’s signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (viii) The undersigned has relied solely upon the Offering Circular Circular, other material provided by the Company and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular and other material provided by the Company have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (ix) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (x) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xi) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him or her of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering CircularPrivate Placement Memorandum, has reviewed it carefully, and has had an opportunity to question representatives of the Company and to obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering CircularPrivate Placement Memorandum, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his this investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular Private Placement Memorandum are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular Private Placement Memorandum are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. The undersigned is not relying, in any way, upon any representation by the Company related to any possible future financing round or liquidity opportunity, including but not limited to, a potential Regulation A offering. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) 506 of the 1933 ActSecurities Act of 1933, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996 and/or are exempt from such registration under Regulation D. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of the Shares. The undersigned covenants not to a broker/dealer registration sell, transfer or otherwise dispose of any of the Shares unless such Shares have been registered under the applicable securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2(vi) of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his this investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the this investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (vii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units the Shares have been made within the state indicated below his and subscriber’s signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (viii) The undersigned has relied solely upon the Offering Circular Private Placement Memorandum and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular Private Placement Memorandum have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (ix) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (x) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xi) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he he, she or she it resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed been given an opportunity to read and review it carefully, and has had an opportunity to question representatives of the Company and to obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his this investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular or otherwise provided to the undersigned are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering Offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996 and/or are exempt from such registration under Regulation A. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his this investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the this investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state or jurisdiction indicated below his his, her or its signature on the signature page of this Subscription Agreement and the undersigned is a resident of such statestate or jurisdiction. i. (ix) The undersigned has relied solely upon the Offering Circular Circular, other material provided by the Company, and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he he, she or she it resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. The undersigned has been given the opportunity to read the section of the Offering Circular entitled “Investor Eligibility Standards” and hereby agrees to comply with all requirements of the USA PATRIOT Act and all other know-your-customer and anti-money-laundering laws and regulations. Furthermore, the undersigned hereby makes the representations set out in paragraphs (1) – (4) of the section of the “Investor Eligibility Standards” of the Offering Circular. (xiv) The undersigned consents to, and agrees to be bound by all the terms of the bylaws of the Company, including but not limited to, any restrictions on voting rights, any right of first refusal and/or any transfer restrictions contained in said bylaws. (xv) The undersigned has chosen to convert his, her or its legally owned and held cryptocurrency or other digital assets to USD in order to purchase the Shares. The undersigned has received a copy of the Offering Circular, has been given the opportunity to read the section of the Offering Circular entitled “How To Invest Using Cryptocurrency” and fully understands and consents to the process, rules and procedures explained therein and has been advised by the Company through the Offering Circular to consult with his, her or its investment advisors, legal advisors and/or tax advisors prior to making this investment by converting cryptocurrencies or digital assets to USD, and the undersigned has either undertaken such consultation prior to purchasing the Shares, or has consciously chosen to not undertake such consultation, despite being advised to do so. (xvi) The undersigned understands fully and agrees that there may be significant income tax, capital gains tax and other tax ramifications to converting any cryptocurrency or other digital asset into USD and chooses to convert the cryptocurrency or other digital asset to purchase the Shares despite the potential significant tax ramifications. The undersigned has been advised by the Company through the Offering Circular to consult with his, her or its investment advisors, legal advisors and/or tax advisors about these tax ramifications, and the undersigned has either undertaken such consultation prior to purchasing the Shares, or has consciously chosen to not undertake such consultation, despite being advised to do so. (xvii) The undersigned understands fully and agrees that, because of the volatility of the cryptocurrency and/or digital asset marketplaces, the undersigned may suffer a significant financial loss as a result of converting his, her or its cryptocurrency or other digital asset into USD, and the undersigned accepts the full responsibility for such losses caused by such conversion. (xviii) The undersigned understands fully and agrees that if the value of his, her, or its cryptocurrency or digital asset decreases from the time of the undersigned submits his, her or its information and this subscription agreement to the Company to the time the cryptocurrency or digital asset is converted into USD (or any time thereafter), the undersigned will accept that loss of value and will not attempt to hold the Company, or any other person or entity, liable for any damages or otherwise related to such decrease in value. All risks and losses associated with a decrease in value of the undersigned’s cryptocurrency or digital asset are fully accepted by, and are the responsibility, of the undersigned. (xix) The undersigned understands fully and agrees that if the value of his, her, or its cryptocurrency or digital asset increases from the time of the undersigned submits his, her or its information and this subscription agreement to the Company to the time the cryptocurrency or digital asset is converted into USD (or any time thereafter), the undersigned will not be able to ask for or obtain a refund and the undersigned will receive the number of Shares represented by the USD value of the cryptocurrency or digital asset at the time of conversion. The undersigned will not attempt to hold the Company, or any other person or entity, liable for any damages or otherwise related to such increase in value. All risks and losses associated with an increase in value of the undersigned’s cryptocurrency or digital asset are fully accepted by, and are the responsibility, of the undersigned. (xx) The undersigned understands fully and agrees that the number of Shares being purchased through this subscription agreement will be determined at the time of conversion based on the criteria set out in the Offering Circular. The undersigned understands fully that the number of Shares purchased will not have any direct correlation to the value of his, her, or its cryptocurrency or digital asset at any time other than at the moment of conversion to USD as set out in the Offering Circular. (xxi) The undersigned understands fully and agrees that following execution and delivery of this subscription agreement to the Company, the Company will (assuming the Company chooses to after review of the undersigned’s submitted information) deliver to the undersigned either (i) a fully executed subscription agreement or (ii) notification that the subscription agreement has been fully executed electronically At this time, instructions for payment for the Shares in the selected cryptocurrency or digital asset will be made available to the undersigned via electronic transmission or otherwise. The undersigned understands that the Company may reject the undersigned’s subscription agreement and application to invest for any reason, or for no reason at all, in its absolute discretion. (xxii) The undersigned understands fully and agrees that the undersigned will have 24 hours from the notification that the subscription agreement has been fully executed and electronic receipt of instructions for payment to deliver the payment for the Shares as set out in said instructions. The undersigned understands fully and agrees that is he, she or it fails to deliver the cryptocurrency or other digital asset within 24 hours of the notification that the subscription agreement has been fully executed and electronic receipt of instructions for payment, the Company may (but shall not be obligated to) reject the offer to purchase the Shares and void the executed subscription agreement in its absolute discretion. (xxiii) The undersigned understands fully and agrees that once the cryptocurrency or other digital asset is delivered by the undersigned to the address or wallet provided by the Company, absolutely no refunds whatsoever may occur, unless as specifically set out in the Offering Circular.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Units Shares and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units Shares in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. n. Reserved.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, Circular and has had an opportunity to question representatives of the Company and to obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his this investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular or otherwise provided to the undersigned are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering Offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996 and/or are exempt from such registration under Regulation A. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his this investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the this investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state or jurisdiction indicated below his his, her or its signature on the signature page of this Subscription Agreement and the undersigned is a resident of such statestate or jurisdiction. i. (ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he he, she or she it resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. The undersigned has read the section of the Offering Circular entitled “Investor Eligibility Standards” and hereby agrees to comply with all requirements of the USA PATRIOT Act and all other know-your-customer and anti-money-laundering laws and regulations. Furthermore, the undersigned hereby makes the representations set out in paragraphs (1) – (4) of the section of the “Investor Eligibility Standards” of the Offering Circular. (xiv) The undersigned consents to, and agrees to be bound by all the terms of the Bylaws of the Company, including but not limited to, any restrictions on voting rights and/or any transfer restrictions contained in said Bylaws.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it/her. The undersigned has adequate financial resources for an investment of this character, and at this time he/she could bear a complete loss of his investmenthis/her investment without a change in lifestyle. The undersigned understands that any projections or other forward-looking statements that were which may be made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Units. e. (v) The undersigned understands that the Units are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Units are “covered securities” under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Units. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Unit unless such Unit has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless or the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amendedamended (see the attached Purchaser Questionnaire), or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. (vii) The undersigned has no need for any liquidity in his his/her investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units and a public market for the underly securities Units may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units have not been registered under the Securities 1933 Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him him/her of Units have been made within the state indicated below his his/her signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or him/her or his or his/her representatives and advisors purchaser representative with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entityundersigned. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company corporation or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that which may be required in the jurisdiction in which he or he/she resides, resides or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, requirements and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. : The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. . The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. . The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. . The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of Units. e. Shares. The undersigned understands that the Units Shares are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________New York. Therefore, undersigned is a resident of the state of ______________ New York or has otherwise undergone the purchase of the Units Shares in the state of ________________. f. New York. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.” g. " The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. . All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. . The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. . The undersigned agrees not to transfer or assign this subscription or any interest therein. k. . The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. . If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. . The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and to obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his this investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your this investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are "covered securities" under the National Securities Market Improvement Act of 1996 and/or are exempt from such registration under Regulation A, as amended by the JOBS Act. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned's representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his this investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no a limited public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the this investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his his, her or its signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he he, she or she it resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minorover the age of twenty-one years.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment.(i) left blank b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s 's investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s 's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s 's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “"1933 Act”") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s 's representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are "covered securities" under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned's representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s 's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “"accredited investor,” " as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “"accredited investor.”" g. (vii) The undersigned has no need for any liquidity in his this investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him or her of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned is of legal age to contract. (ii) The undersigned is acquiring the Class A Shares for investment purposes, for the undersigned’s own account only, with no intention or view to distributing the Class A Shares or any participation or interest therein. (iii) The undersigned has established only one account and shall not acquire more than $2,500 worth of Class A Shares in 35. (iv) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investmentProspectus. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. (v) The undersigned has adequate financial resources for an investment of this character, and at this time he could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular Registration Statement are mere estimates and may not reflect the actual results of the Company35’s operations. . (vi) The undersigned covenants not to transfer any Class A Share and understands and agrees that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s discretion, and may not reflect the actual use of proceeds by the Company transfers of the funds they receive from this offering Class A Shares will only occur by operation of law and from your investment. d. The undersigned understands that the Units and the underlying securities are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Units. e. The undersigned understands that the Units are being offered pursuant to a broker/dealer registration or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) 19 of the Securities Act of 1933, as amended, unless the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2Operating Agreement. (vii) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.” g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Class A Shares and a it is not likely that any public market for the underly securities may not Class A Shares will develop; (b) it may will not be possible to liquidate the investment readily; and (c) the Units undersigned must bear the economic risk of his investment in the Class A Shares for an indefinite period of time because the Class A Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may significant transfer restrictions and, therefore, cannot be availablesold; and (d) a legend as to the restrictions on transferability of the Class A Shares referred to herein will be made on the document evidencing the Class A Share. h. (viii) All contacts and contracts between the undersigned and the Company 35 regarding the offer and sale to him of Units Class A Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (ix) The undersigned has relied solely upon the Offering Circular Prospectus and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Class A Shares subscribed for herein, and no oral or written representations beyond the Offering Circular Prospectus have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entityundersigned. j. (x) The undersigned agrees not to transfer Transfer or assign this subscription or any interest therein. k. The (xi) Once the undersigned tenders their electronic subscription for the securities contemplated under this Subscription Agreement, 35 shall be in immediate receipt of the offer to purchase and either confirm or deny, acceptance of the undersigned’s offer. If the undersigned receives confirmation of acceptance of their subscription, the undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the (xii) The undersigned is a natural person and not a partnership, corporation, limited liability company corporation or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that which may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.

Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. (i) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s undersigned?s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s undersigned?s investment, and to make an informed decision relating thereto. c. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-forward- looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s Company?s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company’s Company?s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. (iv) The undersigned understands that the Units and the underlying securities Shares are not being registered under the Securities Act of 1933, as amended (the “?1933 Act”?) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s undersigned?s representations and warranties, and those of the other purchasers of UnitsShares. e. (v) The undersigned understands that the Units Shares are not being offered pursuant registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, since the Shares are ?covered securities? under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned?s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a broker/dealer registration Share unless such Share has been registered under the applicable state securities laws, or an exemption from such registration in the state of ______________. Therefore, undersigned is a resident of the state of ______________ or has otherwise undergone the purchase of the Units in the state of ________________available. f. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s undersigned?s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an “?accredited investor,” ? as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “?accredited investor.”? g. (vii) The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units Shares and a public market for the underly securities Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Units Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. (ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Units Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. k. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the UnitsShares. This Subscription Agreement and all other documents executed in connection with this subscription for Units Shares are valid, binding and enforceable agreements of the undersigned. m. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor.