Common use of Restrictions on Transfer or Sale of Shares Clause in Contracts

Restrictions on Transfer or Sale of Shares. i. The undersigned is acquiring the Shares solely for the undersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares. The undersigned understands that the Shares have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned and of the other representations made by the undersigned in this Subscription Agreement. The undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. ii. The undersigned understands that the Shares are restricted from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the undersigned may dispose of the Shares only pursuant to an effective registration statement under the Securities Act, an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The undersigned understands that the Company has no obligation or intention to register any of the Shares, or to take action so as to permit sales pursuant to the Securities Act. Even when the Shares become freely transferable, a secondary market in the Shares may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Shares for an indefinite period of time. iii. The undersigned agrees: (A) that the undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to Section 227.501 of Regulation Crowdfunding.

Restrictions on Transfer or Sale of Shares. i. (i) The undersigned is acquiring the Shares solely for the undersigned’s 's own beneficial account, account for investment purposes, purposes and not with a view to, to or for resale in connection with, with any distribution of the Sharesthereof. The undersigned understands that the Shares have not been registered under the Securities Act Act, or any state securities laws by reason of specific State Securities Laws, in reliance on exemptions under from registration which depend, in part, on the provisions thereof which depend in part upon undersigned's investment intention; and, accordingly, the investment intent truth and accuracy of the undersigned and of the other representations made foregoing representation will be relied upon by the undersigned in this Subscription AgreementCompany to establish such exemptions. The undersigned understands acknowledges that the Company is relying upon not required to recognize any transfer of the representations Shares unless, in the opinion of counsel to the Company, such transfer would not result in a violation of any federal or state law regarding the offer and agreements contained sale of securities and unless the other restrictions on transfer set forth in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptionsShares are complied with. (ii. ) The undersigned understands that the Shares are "restricted from transfer for a period of time securities" under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") SEC provide in substance that the undersigned may dispose of the Shares only pursuant to an effective registration statement under the Securities Act, Act or an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfundingtherefrom, after which certain state restrictions may apply. The and the undersigned understands that the Company has no obligation or intention to register any of the SharesShares (except for the registration rights referred to in Section 18 hereof), or to take action so as to permit sales pursuant to the Securities ActAct (including Rule 144 thereunder). Even when Accordingly, the undersigned understands that, under the SEC's rules and until the Shares become freely transferableare registered for sale under the Securities Act, a secondary market the undersigned may dispose of the Shares principally only in "private placements" which are exempt from registration under the Securities Act, in which event the transferee will acquire "restricted securities" subject to the same limitations as in the Shares may not develophands of the undersigned. ConsequentlyAs a consequence, the undersigned understands that the undersigned must bear the economic risks of the investment in the Shares for an indefinite period of time. (iii. ) The undersigned agrees: (A) that the undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to Section 227.501 a registration of the Shares, as applicable, under the Securities Act and all applicable State Securities Laws or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws; (B) that the certificate(s) for the Shares will bear a legend making reference to the foregoing restrictions; and (C) that the Company and any transfer agent for the Shares shall not be required to give effect to any purported transfer of such Shares except upon compliance with the foregoing restrictions. (iv) The undersigned has not offered or sold any portion of the undersigned's Shares. (v) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this private placement at any time prior to the completion of the offering and to return the previously paid subscription price of the Shares, without interest thereon, to the undersigned. (vi) The undersigned has not used any person as a "Purchaser Representative" within the meaning of SEC Regulation CrowdfundingD to represent it in determining whether it should purchase the Shares.

Restrictions on Transfer or Sale of Shares. i. The undersigned (i) To the extent the Holder receives Shares as part of the Exchange Transaction, the Holder acknowledges that the Shares issued hereunder have not been registered for sale under the Securities Act. (ii) If applicable, the Holder is acquiring the Shares solely for the undersignedHolder’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares. The undersigned Holder understands that the Shares have not been registered under the Securities Act or any securities, “blue sky” or other similar laws of any state securities laws of the United States (the “State Securities Laws”) by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned Holder and of the other representations made by the undersigned Holder in this Subscription Exchange Agreement. The undersigned Holder understands that the Company is relying upon the representations and agreements contained in this Subscription Exchange Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. ii. (iii) The undersigned Holder understands that the Shares are “restricted from transfer for a period of time securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the undersigned Holder may dispose of the Shares only pursuant to an effective registration statement under the Securities Act, Act or an exemption therefrom or therefrom. Accordingly, until such time as further described in Section 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The undersigned understands that the Company has no obligation or intention to register any of the Shares, or to take action so as to permit sales pursuant to Shares have been registered under the Securities Act. Even when , the Shares become freely transferable, a secondary market in Holder understands and agrees that the Shares may not developbe reoffered, resold, pledged or otherwise transferred except: (A) pursuant to an exemption from registration under the Securities Act and (B) in accordance with any applicable State Securities Laws. (iv) The Holder understands and acknowledges that the representations and warranties contained herein may be required in connection with the securities laws of the United States and that the Company will be relying on these representations and warranties. ConsequentlyThe Holder irrevocably authorizes the Company to rely upon these representations and to produce this Exchange Agreement to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. (v) Except as set forth in Section 13, the undersigned understands that the undersigned must bear the economic risks of the investment in the Shares for an indefinite period of time. iii. The undersigned Holder agrees: (A) that the undersigned certificates representing the Shares will bear a legend making reference to the foregoing restrictions; and (B) that the Company and its affiliates shall not sell, assign, pledge, give, be required to give effect to any purported transfer or otherwise dispose of such Shares except upon compliance with the foregoing restrictions. (vi) The Holder agrees that the transferability of the Shares or any interest therein, or make any offer or attempt are subject to do any of the foregoing, except pursuant to Section 227.501 of Regulation Crowdfundingterms and conditions contained in that certain Orderly Sales Provision as set forth in Schedule I hereto.

Restrictions on Transfer or Sale of Shares. i. (i) The undersigned is acquiring the Shares solely for the undersigned’s 's own beneficial account, account for investment purposes, purposes and not with a view to, to or for resale in connection with, with any distribution of the Sharesthereof. The undersigned understands that the Shares have not been registered under the Securities Act Act, or any state securities laws by reason of specific State Securities Laws, in reliance on exemptions under from registration which depend, in part, on the provisions thereof which depend in part upon undersigned's investment intention; and, accordingly, the investment intent truth and accuracy of the undersigned and of the other representations made foregoing representation will be relied upon by the undersigned in this Subscription AgreementCompany to establish such exemptions. The undersigned understands acknowledges that the Company is relying upon not required to recognize any transfer of the representations Shares unless, in the opinion of counsel to the Company, such transfer would not result in a violation of any federal or state law regarding the offer and agreements contained sale of securities and unless the other restrictions on transfer set forth in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptionsShares are complied with. (ii. ) The undersigned understands that the Shares are "restricted from transfer for a period of time securities" under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") SEC provide in substance that the undersigned may dispose of the Shares only pursuant to an effective 6 registration statement under the Securities Act, Act or an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfundingtherefrom, after which certain state restrictions may apply. The and the undersigned understands that the Company has no obligation or intention to register any of the SharesShares (except for the registration rights referred to in Section 18 hereof), or to take action so as to permit sales pursuant to the Securities ActAct (including Rule 144 thereunder). Even when Accordingly, the undersigned understands that, under the SEC's rules and until the Shares become freely transferableare registered for sale under the Securities Act, a secondary market the undersigned may dispose of the Shares principally only in "private placements" which are exempt from registration under the Securities Act, in which event the transferee will acquire "restricted securities" subject to the same limitations as in the Shares may not develophands of the undersigned. ConsequentlyAs a consequence, the undersigned understands that the undersigned must bear the economic risks of the investment in the Shares for an indefinite period of time. (iii. ) The undersigned agrees: (A) that the undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to Section 227.501 a registration of the Shares, as applicable, under the Securities Act and all applicable State Securities Laws or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws; (B) that the certificate(s) for the Shares will bear a legend making reference to the foregoing restrictions; and (C) that the Company and any transfer agent for the Shares shall not be required to give effect to any purported transfer of such Shares except upon compliance with the foregoing restrictions. (iv) The undersigned has not offered or sold any portion of the undersigned's Shares. (v) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this private placement at any time prior to the completion of the offering and to return the previously paid subscription price of the Shares, without interest thereon, to the undersigned. (vi) The undersigned has not used any person as a "Purchaser Representative" within the meaning of SEC Regulation CrowdfundingD to represent it in determining whether it should purchase the Shares.

Restrictions on Transfer or Sale of Shares. i. As applies to the Purchaser: (i) The undersigned Purchaser is acquiring the Shares solely for the undersignedPurchaser’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares. The undersigned Purchaser understands that the Shares have not been registered under the Securities Act or any state securities laws State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned Purchaser and of the other representations made by the undersigned Purchaser in this Subscription Agreement. The undersigned Purchaser understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii. ) The undersigned Purchaser understands that the Shares are “restricted from transfer for a period of time securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the undersigned Purchaser may dispose of the Shares only pursuant to an effective registration statement under the Securities Act, Act or an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfundingtherefrom, after which certain state restrictions may apply. The undersigned and the Purchaser understands that the Company has no obligation or intention to register any of the Shares, or to take action so as to permit sales pursuant to the Securities ActAct (including Rule 144 thereunder). Even when Accordingly, the Purchaser understands that under the Commission’s rules, the Purchaser may dispose of the Shares become freely transferableprincipally only in “private placements” which are exempt from registration under the Securities Act, a secondary market in which event the transferee will acquire “restricted securities” subject to the same limitations as in the Shares may not develophands of the Purchaser. Consequently, the undersigned Purchaser understands that the undersigned Purchaser must bear the economic risks of the investment in the Shares for an indefinite period of time. (iii. ) The undersigned Purchaser agrees: (A) that the undersigned Purchaser will not sell, assign, pledge, give, transfer or otherwise dispose of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to Section 227.501 a registration of Regulation Crowdfundingthe Shares under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws; (B) that the certificates representing the Shares will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates shall not be required to give effect to any purported transfer of such Shares except upon compliance with the foregoing restrictions. (iv) The Purchaser acknowledges that neither the Company nor any other person offered to sell the Shares to it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

Restrictions on Transfer or Sale of Shares. i. (i) The undersigned Holder acknowledges that the Shares that will be issued to the Holder as part of the Exchange Transaction as provided herein have not been registered for sale under the Securities Act. (ii) The Holder is acquiring the Shares solely for the undersignedHolder’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares. The undersigned Holder understands that the Shares have not been registered under the Securities Act or any securities, “blue sky” or other similar laws of any state securities laws of the United States (the “State Securities Laws”) by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned Holder and of the other representations made by the undersigned Holder in this Subscription Exchange Agreement. The undersigned Holder understands that the Company is relying upon the representations and agreements contained in this Subscription Exchange Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. ii. (iii) The undersigned Holder understands that the Shares are “restricted from transfer for a period of time securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the undersigned Holder may dispose of the Shares only pursuant to an effective registration statement under the Securities Act, Act or an exemption therefrom or therefrom. Accordingly, until such time as further described in Section 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The undersigned understands that the Company has no obligation or intention to register any of the Shares, or to take action so as to permit sales pursuant to Shares have been registered under the Securities Act. Even when , the Shares become freely transferable, a secondary market in Holder understands and agrees that the Shares may not develop. Consequentlybe reoffered, the undersigned understands that the undersigned must bear the economic risks of the investment in the Shares for an indefinite period of time. iii. The undersigned agreesresold, pledged or otherwise transferred except: (A) pursuant to an exemption from registration under the Securities Act and (B) in accordance with any applicable state securities laws. (iv) The Holder understands and acknowledges that the undersigned representations and warranties contained herein may be required in connection with the securities laws of the United States and that the Company will not sell, assign, pledge, give, transfer be relying on these representations and warranties. The Holder irrevocably authorizes the Company to rely upon these representations and to produce this Exchange Agreement to any interested party in any administrative or otherwise dispose legal proceeding or official inquiry with respect to the matters covered hereby. (v) The Holder agrees that the transferability of the Shares or any interest therein, or make any offer or attempt are subject to do any the terms and conditions of that certain contained in the foregoing, except pursuant to Section 227.501 of Regulation CrowdfundingOrderly Sales Provision as set forth in Schedule I hereto.

Restrictions on Transfer or Sale of Shares. i. The undersigned (i) Speed Release is acquiring the Exchange Shares (if the Speed Release Option is exercised) solely for the undersigned’s its own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Exchange Shares. The undersigned Speed Release understands that the Exchange Shares have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned Speed Release and of the other representations made by the undersigned Speed Release in this Subscription Agreement. The undersigned Speed Release understands that the Company Seller is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii. The undersigned ) Speed Release understands that the Exchange Shares are "restricted from transfer for a period of time securities" under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the undersigned may dispose of the Exchange Shares only pursuant to an effective registration statement under the Securities Act, Act or an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The and the undersigned understands that the Company Seller has no obligation or intention to register any of the SharesExchange Shares (except pursuant to any registration rights granted in this Agreement), or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, Speed Release understands that under the Commission's rules, absent a registration statement, Speed Release may dispose of the Exchange Shares principally only in "private placements" which are exempt from registration under the Securities Act. Even when , in which event the Shares become freely transferable, a secondary market transferee will acquire "restricted securities" subject to the same limitations as in the Shares may not develophands of Speed Release. ConsequentlyAs a consequence, the undersigned Speed Release understands that the undersigned it must bear the economic risks of the investment in the Exchange Shares for an indefinite period of time. (iii. The undersigned agrees: (A) that Speed Release has not offered or sold any portion of the undersigned will not sell, assign, pledge, give, transfer Exchange Shares and has no present intention of dividing the Exchange Shares with others or of reselling or otherwise dispose disposing of any portion of the Exchange Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any interest thereinpredetermined event or circumstance. (iv) Speed Release acknowledges that neither Seller nor any other person offering to sell the Exchange Shares to Speed Release has offered the same by means of any form of general advertising, such as media advertising or make any offer or attempt to do any of the foregoing, except pursuant to Section 227.501 of Regulation Crowdfundingseminars.

Restrictions on Transfer or Sale of Shares. i. (i) The undersigned is acquiring the Shares solely for the undersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares. The undersigned understands that the Company’s issuance and sale of the Shares have has not been registered under the Securities Act or any state securities laws State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned and of the other representations made by the undersigned in this Subscription Agreement. The undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii. ) The undersigned understands that the Shares are "restricted from transfer for a period of time securities" under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the undersigned Shares may dispose be disposed of the Shares only pursuant to an effective registration statement under the Securities Act, or pursuant to an available exemption therefrom from, or as further described in Section 227.501 a transaction not subject to, the registration requirements of Regulation Crowdfundingthe Securities Act, after which certain state restrictions may applyand in compliance with any applicable state, federal or foreign securities laws. The undersigned understands In connection with any transfer of the Shares other than (i) pursuant to an effective registration statement, (ii) to the Company or (iii) pursuant to Rule 144 (provided that the transferor provides the Company has no obligation or intention with reasonable assurances (in the form of seller and broker representation letters) that such securities may be sold pursuant to register any Rule 144), the Company may require the transferor to provide to the Company and the Company’s transfer agent, at the transferor’s expense, an opinion of counsel selected by the transferor and reasonably acceptable to the Company and its transfer agent, the form and substance of which opinion shall be reasonably satisfactory to the Company and its transfer agent, to the effect that the proposed transfer does not require registration of the Shares, or Shares to take action so as to permit sales pursuant to be transferred under the Securities Act. Even when the Shares become freely transferableAs a condition of transfer (other than pursuant to clauses (i), a secondary market in the Shares may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks (ii) or (iii) of the investment preceding sentence), any such transferee shall agree in writing to be bound by the Shares for an indefinite period terms of timethis Agreement. iii. The undersigned agrees: (A) that the undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to Section 227.501 of Regulation Crowdfunding.

Restrictions on Transfer or Sale of Shares. i. (i) The undersigned is acquiring the The Shares solely for the undersigned’s his own beneficial accountAccount, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares. The undersigned understands that the Shares have not been registered under the Securities Act or any state securities laws State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned and of the other representations made by the undersigned in this Subscription Agreement. The undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii. ) The undersigned understands that the Shares are "restricted from transfer for a period of time securities" under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the undersigned may dispose of the Shares only pursuant to an effective registration statement under the Securities Act, Act or an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfundingtherefrom, after which certain state restrictions may apply. The and the undersigned understands that the Company has no obligation or intention to register any of the SharesShares (except for the registration rights granted hereunder), or to take action so as to permit sales pursuant to the Securities ActAct (including Rule 144 thereunder). Even when the Shares become freely transferable, a secondary market in the Shares may not develop. ConsequentlyAccordingly, the undersigned understands that under the Commission's rules, the undersigned may dispose of the Shares principally only in "private placements" which are exempt from registration under the Securities Act, in which event the transferee will acquire "restricted securities" subject to the same limitations as in the hands of the undersigned. As a consequence, the undersigned understands that he must bear the economic risks of the investment in the Shares for an indefinite period of time. (iii. ) The undersigned agrees: (A) that the undersigned he will not sell, assign, pledge, give, transfer or otherwise dispose of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to Section 227.501 registration of the Shares, as applicable, under the Securities Act and all applicable State Securities Laws or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws; (B) that the certificate(s) for the Shares will bear a legend making reference to the foregoing restrictions; and (C) that the Company and any transfer agent for the Shares shall not be required to give effect to any purported transfer of such shares except upon compliance with the foregoing restrictions. (iv) The undersigned has not offered or sold any portion of his Shares with others or of reselling or otherwise disposing of any portion of his Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance. (v) The undersigned acknowledges that neither the Corporation nor any other person offered to sell the Shares to it by means of any form of general advertising, such as media advertising or seminars. (vi) The undersigned acknowledges that the Seller has the right in its sole and Absolute discretion to abandon this private placement at any time prior to the completion of the offering and to return the previously paid subscription price of the Shares without interest thereon, to the respective subscribers. (vii) The undersigned has not used any person as a "Purchaser Representative" within the meaning of the SEC Regulation CrowdfundingD to represent it in determining whether it should purchase the Shares.

Restrictions on Transfer or Sale of Shares. i. The undersigned is acquiring the Shares solely for the undersigned’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares. The undersigned understands that the Shares have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned and of the other representations made by the undersigned in this Subscription Agreement. The undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. ii. The undersigned understands that the Shares are restricted from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the undersigned may dispose of the Shares only pursuant to an effective registration statement under the Securities Act, an exemption therefrom or as further described in Section inSection 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The undersigned understands that the Company has no obligation or intention to register any of the Shares, or to take action so as to permit sales pursuant to the Securities Act. Even when the Shares become freely transferable, a secondary market in the Shares may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Shares for an indefinite period of time. iii. The undersigned agrees: (A) that the undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to Section 227.501 of Regulation Crowdfunding.

Restrictions on Transfer or Sale of Shares. i. As applies to the Purchaser: (i) The undersigned Purchaser is acquiring the Shares solely for the undersignedPurchaser’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares. The undersigned Purchaser understands that the Shares have not been registered under the Securities Act or any state securities laws State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned Purchaser and of the other representations made by the undersigned Purchaser in this Subscription Agreement. The undersigned Purchaser understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii. ) The undersigned Purchaser understands that the Shares are “restricted from transfer for a period of time securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") SEC provide in substance that the undersigned Purchaser may dispose of the Shares only pursuant to an effective registration statement under the Securities Act, Act or an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The undersigned and the Purchaser understands that the Company has no obligation or intention to register any of the Shares, or to take action so as to permit sales pursuant to the Securities ActAct (including Rule 144 thereunder). Even when Accordingly, the Purchaser understands that under the SEC’s rules, the Purchaser may dispose of the Shares become freely transferableprincipally only in “private placements” which are exempt from registration under the Securities Act, a secondary market in which event the transferee will acquire “.restricted securities” subject to the same limitations as in the Shares may not develophands of the Purchaser. Consequently, the undersigned Purchaser understands that the undersigned Purchaser must bear the economic risks of the investment in the Shares for an indefinite period of time. (iii. ) The undersigned Purchaser agrees: (A) that the undersigned Purchaser will not sell, assign, pledge, give, transfer or otherwise dispose of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to Section 227.501 a registration of Regulation Crowdfundingthe Shares under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws; (B) that the certificates representing the Shares will bear a legend making reference to the foregoing restrictions; and (C) that the Company and its affiliates shall not be required to give effect to any purported transfer of such Shares except upon compliance with the foregoing restrictions. (iv) The Purchaser acknowledges that neither the Company nor any other person offered to sell the Shares to it by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

Restrictions on Transfer or Sale of Shares. i. The undersigned is (i) Seller will be acquiring the Speed Release Option Shares (if the Speed Release Option is exercised) solely for the undersigned’s its own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the SharesSpeed Release Option Shares (except pursuant to any registration rights granted in this Agreement). The undersigned Seller understands that the Speed Release Option Shares have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned Seller and of the other representations made by the undersigned Seller in this Subscription Agreement. The undersigned Seller understands that the Company Speed Release is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii. The undersigned ) Seller understands that the Speed Release Option Shares are "restricted from transfer for a period of time securities" under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the undersigned may dispose of the Option Shares only pursuant to an effective registration statement under the Securities Act, Act or an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The and the undersigned understands that the Company Speed Release has no obligation or intention to register any of the SharesSpeed Release Option Shares (except for any registration rights granted in this Agreement), or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, Seller understands that under the Commission's rules, absent a registration statement, Seller may dispose of the Speed Release Option Shares principally only in "private placements" which are exempt from registration under the Securities Act. Even when , in which event the Shares become freely transferable, a secondary market transferee will acquire "restricted securities" subject to the same limitations as in the Shares may not develophands of the Seller. ConsequentlyAs a consequence, the undersigned Seller understands that the undersigned it must bear the economic risks of the investment in the Speed Release Option Shares for an indefinite period of time. (iii. The undersigned agrees: ) Seller has not offered or sold any portion of the Speed Release Option Shares and has no present intention of dividing the Speed Release Option Shares with others or of reselling or otherwise disposing of any portion of the Speed Release Option Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance, unless pursuant to a registration statement or pursuant to an exemption therefrom. (Aiv) Seller acknowledges that neither Speed Release nor any other person offering to sell the undersigned Speed Release Option Shares to Seller has offered the same by means of any form of general advertising, such as media advertising or seminars. (v) Seller will not sell, assign, pledge, give, transfer or otherwise dispose transfer the Speed Release Option Shares without the prior written consent of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to Section 227.501 of Regulation CrowdfundingSpeed Release.

Restrictions on Transfer or Sale of Shares. i. (i) The undersigned is acquiring the Shares solely for the undersigned’s his or her own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares. The undersigned understands that the Shares have not been registered under the Securities Act or any state securities laws State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned and of the other representations made by the undersigned in this Subscription Agreement. The undersigned understands that the Company is relying upon the representations and agreements contained in this Subscription Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii. ) The undersigned understands that the Shares are or may be subject to substantial restrictions on transferability as set forth in the LOI, are may be viewed as "restricted from transfer for a period of time securities" under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the undersigned may dispose of the Shares only pursuant to an effective registration statement under the Securities Act, Act or an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfundingtherefrom, after which certain state restrictions may apply. The and the undersigned understands that the Company has no obligation or intention to register any of the SharesShares (except for the registration rights granted hereunder), or to take action so as to permit sales pursuant to the Securities ActAct (including Rule 144 thereunder). Even when the Shares become freely transferable, a secondary market in the Shares may not develop. ConsequentlyAccordingly, the undersigned understands that under the Commission's rules, the undersigned may dispose of the Shares principally only in compliance with the LOI and in a "private placement" which will be exempt from registration under the Securities Act, in which event the transferee will acquire "restricted securities" subject to the same limitations as in the hands of the undersigned. As a consequence, the undersigned understands that he or she must bear the economic risks of the investment in the Shares for an indefinite period of time. (iii. ) The undersigned understands that there is no public market for the Shares of the Company and such a public market may never develop. (iv) The undersigned agrees: (A) that the undersigned it will not sell, assign, pledge, give, transfer or otherwise dispose of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to Section 227.501 the requirements of the LOI and/or a registration of the Shares, as applicable, under the Securities Act and all applicable State Securities Laws or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws; (B) that the certificate(s) for the Shares will bear a legend making reference to the restrictions contained in the LOI; and (C) that the Company and any transfer agent for the Shares shall not be required to give effect to any purported transfer of such Shares except upon compliance with the foregoing restrictions. (v) The undersigned has not offered or sold any portion of his or her Shares and has no present intention of dividing his or her Shares with others or of reselling or otherwise disposing of any portion of his or her Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance. (vi) The undersigned acknowledges that neither the Company nor any other person offered to sell the Shares to it by means of any form of general advertising, such as media advertising or seminars. (vii) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this private placement at any time prior to the completion of the offering and to return the previously paid subscription price of the Shares without interest thereon, to the respective subscribers. (viii) The undersigned has not used any person as a "Purchaser Representative" within the meaning of SEC Regulation CrowdfundingD to represent it in determining whether it should purchase the Shares.

Restrictions on Transfer or Sale of Shares. i. The undersigned (i) To the extent the Holder receives Shares as part of the Exchange Transaction, the Holder acknowledges that the Shares issued hereunder have not been registered for sale under the Securities Act. (ii) If applicable, the Holder is acquiring the Shares solely for the undersignedHolder’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares. The undersigned Holder understands that the Shares have not been registered under the Securities Act or any securities, “blue sky” or other similar laws of any state securities laws of the United States (the “State Securities Laws”) by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned Holder and of the other representations made by the undersigned Holder in this Subscription Exchange Agreement. The undersigned Holder understands that the Company is relying upon the representations and agreements contained in this Subscription Exchange Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. ii. (iii) The undersigned Holder understands that the Shares are “restricted from transfer for a period of time securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the undersigned Holder may dispose of the Shares only pursuant to an effective registration statement under the Securities Act, Act or an exemption therefrom or therefrom. Accordingly, until such time as further described in Section 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The undersigned understands that the Company has no obligation or intention to register any of the Shares, or to take action so as to permit sales pursuant to Shares have been registered under the Securities Act. Even when , the Shares become freely transferable, a secondary market in Holder understands and agrees that the Shares may not developbe reoffered, resold, pledged or otherwise transferred except: (A) pursuant to an exemption from registration under the Securities Act and (B) in accordance with any applicable State Securities Laws. (iv) The Holder understands and acknowledges that the representations and warranties contained herein may be required in connection with the securities laws of the United States and that the Company will be relying on these representations and warranties. ConsequentlyThe Holder irrevocably authorizes the Company to rely upon these representations and to produce this Exchange Agreement to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. (v) Except as set forth in Section 12, the undersigned understands that the undersigned must bear the economic risks of the investment in the Shares for an indefinite period of time. iii. The undersigned Holder agrees: (A) that the undersigned certificates representing the Shares will bear a legend making reference to the foregoing restrictions; and (B) that the Company and its affiliates shall not sell, assign, pledge, give, be required to give effect to any purported transfer or otherwise dispose of such Shares except upon compliance with the foregoing restrictions. (vi) The Holder agrees that the transferability of the Shares or any interest therein, or make any offer or attempt are subject to do any the terms and conditions of that certain contained in the foregoing, except pursuant to Section 227.501 of Regulation CrowdfundingOrderly Sales Provision as set forth in Schedule I hereto.

Restrictions on Transfer or Sale of Shares. i. (i) The undersigned Holder acknowledges that the Shares that will be issued to the Holder as part of the Exchange Transaction as provided herein have not been registered for sale under the Securities Act. (ii) The Holder is acquiring the Shares solely for the undersignedHolder’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares. The undersigned Holder understands that the Shares have not been registered under the Securities Act any securities, “blue sky” or other similar laws of any state securities laws of the United States (the “State Securities Laws”) by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned Holder and of the other representations made by the undersigned Holder in this Subscription Exchange Agreement. The undersigned Holder understands that the Company is relying upon the representations and agreements contained in this Subscription Exchange Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions. ii. (iii) The undersigned Holder understands that the Shares are “restricted from transfer for a period of time securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the undersigned Holder may dispose of the Shares only pursuant to an effective registration statement under the Securities Act, Act or an exemption therefrom or therefrom. Accordingly, until such time as further described in Section 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The undersigned understands that the Company has no obligation or intention to register any of the Shares, or to take action so as to permit sales pursuant to Shares have been registered under the Securities Act. Even when , the Shares become freely transferable, a secondary market in Holder understands and agrees that the Shares may not developbe reoffered, resold, pledged or otherwise transferred except: (A) pursuant to an exemption from registration under the Securities Act and (B) in accordance with any applicable State Securities Laws. (iv) The Holder understands and acknowledges that the representations and warranties contained herein may be required in connection with the securities laws of the United States and that the Company will be relying on these representations and warranties. ConsequentlyThe Holder irrevocably authorizes the Company to rely upon these representations and to produce this Exchange Agreement to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. (v) Except as set forth in Section 12, the undersigned understands that the undersigned must bear the economic risks of the investment in the Shares for an indefinite period of time. iii. The undersigned Holder agrees: (A) that the undersigned certificates representing the Shares will bear a legend making reference to the foregoing restrictions; and (B) that the Company and its affiliates shall not sell, assign, pledge, give, be required to give effect to any purported transfer or otherwise dispose of such Shares except upon compliance with the foregoing restrictions. (vi) The Holder agrees that the transferability of the Shares or any interest therein, or make any offer or attempt are subject to do any the terms and conditions of the foregoing, except pursuant to Section 227.501 of Regulation CrowdfundingOrderly Sales Provision set forth in Schedule I hereto.

Restrictions on Transfer or Sale of Shares. i. (i) The undersigned Xxxxx is acquiring the Shares solely for the undersigned’s her own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares. The undersigned Xxxxx understands that the Shares and have not been registered under the Securities Act or any state securities laws State Securities Laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned Xxxxx and of the other representations made by the undersigned Xxxxx in this Subscription the Agreement. The undersigned Xxxxx understands that the Company is relying upon the representations and agreements contained in this Subscription the Agreement (and any supplemental information) for the purpose of determining whether this the transaction meets the requirements for such exemptions. (ii. ) The undersigned Xxxxx understands that the Shares are "restricted from transfer for a period of time securities" under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the undersigned Xxxxx may dispose of the Shares only pursuant to an effective registration statement under the Securities Act, Act or an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfundingtherefrom, after which certain state restrictions may apply. The undersigned and the Xxxxx understands that the Company has no obligation or intention to register any of the Shares, Shares or to take action so as to permit sales pursuant to the Securities ActAct (including Rule 144 thereunder). Even when Accordingly, the Xxxxx understands that under the Commission's rules, the Xxxxx may dispose of the Shares become freely transferableprincipally only in "private placements" which are exempt from registration under the Securities Act, a secondary market in which event the transferee will acquire "restricted securities" subject to the same limitations as in the Shares may not develophands of the Xxxxx. ConsequentlyAs a consequence, the undersigned Xxxxx understands that the undersigned she must bear the economic risks of the investment in the Shares for an indefinite period of time. (iii. ) The undersigned Xxxxx agrees: (A) that the undersigned she will not sell, assign, pledge, give, transfer or otherwise dispose of the Shares or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to Section 227.501 a registration of the Shares as applicable, under the Securities Act and all applicable State Securities Laws or in a transaction which is exempt from the registration provisions of the Securities Act and all applicable State Securities Laws; (B) that the certificate(s) for the Shares will bear a legend making reference to the foregoing restrictions; and (C) that the Company and any transfer agent for the Shares shall not be required to give effect to any purported transfer of such shares except upon compliance with the foregoing restrictions. (iv) The Xxxxx has not offered or sold any portion of her Shares and has no present intention of dividing her Shares with others or of reselling or otherwise disposing of any portion of her Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance. (v) The Xxxxx acknowledges that neither the Company nor any other person offered to sell the Shares to him by means of any form of general advertising, such as media advertising or seminars. (vi) The Xxxxx acknowledges that the Company has the right in its sole and absolute discretion to abandon this private placement at any time prior to Closing. (vii) The Xxxxx has not used any person as a "Purchaser Representative" within the meaning of SEC Regulation CrowdfundingD to represent her in determining whether she should purchase the Shares.