Common use of Subscriber's Representations, Warranties and Covenants Clause in Contracts

Subscriber's Representations, Warranties and Covenants. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the subscriber represents and warrants to Liberty that he, she or it: a. has received a copy of Liberty’s Prospectus and the exhibits thereto; b. has been informed that the units of Liberty are offered and sold in reliance upon a federal securities registration, state securities registration in certain states and securities registration exemptions in various states, and understands that the units to be issued pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability; c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than as described herein and that Liberty is relying in part upon the representations of the undersigned Subscriber contained herein; d. has been informed that the securities subscribed for have not been approved or disapproved by any regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to acquire the units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any units or any portion thereof to any other person; f. understands that there is no present market for Liberty’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions to the transferability of the membership units; g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units; h. has received a copy of the Liberty Company Agreement and understands that acceptance upon financial closing, the subscriber and the membership units subscriber purchases will be bound by the provisions of the Company Agreement which contains, among other things, provisions that restrict the transfer of membership units; i. understands that the units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the Liberty Company Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall only sell or distribute them pursuant to the terms of Liberty’s Company Agreement, the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; j. is capable of bearing the economic risk of this investment, including the possible total loss of the investment; k. understands that Liberty will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Managers of Liberty in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN LIBERTY’S COMPANY AGREEMENT AS AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. l. understands that to enforce the above legend, Liberty may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; m. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the units, believes that the investment in units is suitable for the subscriber and can bear the economic risk of the purchase of units including the total loss of the undersigned’s investment; n. may not transfer or assign this Subscription Agreement, or any of the subscriber’s interest herein; o. has written his, her, or its correct taxpayer identification number under Item 3 on this Subscription Agreement; and p. is not subject to back-up withholding either because he, she or it has not been notified by the Internal Revenue Services (“IRS”) that he, she or it is subject to back-up withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he, she or it is no longer subject to back-up withholding (Note this clause (p) should be crossed out if the back-up withholding box in Item 2 is checked.

Subscriber's Representations, Warranties and Covenants. You must read The Subscriber represents, warrants to and certify your representations covenants with the Company as follows: The Subscriber is purchasing the Securities solely for his own account, for investment purposes only and not with an intent to divide his participation with others, resell, or otherwise dispose of all or any part of such investment. The Subscriber will be the beneficial owner of the Securities standing in the Subscriber’s name. The Subscriber has been furnished with the sufficient written and oral information about the Company to allow him to make an informed investment decision prior to purchasing the Investment and has been furnished access to any additional information that he may require. The Subscriber is fully familiar with the business proposed to be conducted by the Company and with the Company’s use and proposed use of the proceeds from the sale of Securities. The Subscriber has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment. The Subscriber is able to bear the economic risk of losing his entire investment The Subscriber is knowledgeable and has experience concerning investments of the type represented by the investment. The Subscriber agrees to hold the Company, its agents, managers, and their respective successors and assigns harmless and to indemnify them against all liabilities, cost and expenses incurred by them as a result of any sale or distribution by the Subscriber in violation of the Act or any state securities laws. All representations, warranties and sign and date this Subscription Agreement. By signing below indemnities made by the subscriber represents and warrants Subscriber with reference to Liberty that he, she or it: a. has received a copy of Liberty’s Prospectus and the exhibits thereto; b. has been informed that the units of Liberty are offered and sold Act shall be deemed to be equally applicable in reliance upon a federal securities registration, connection with all applicable state securities registration in certain states and securities registration exemptions in various stateslaws. As set forth above, and the Subscriber understands that the units to be issued pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability; c. has been informed that the securities purchased pursuant to this Subscription Agreement Securities have not been registered under the securities laws of Act, or under any state other than as described herein and exempt from registration. The Subscriber further acknowledges that Liberty the reliance on such exemptions is relying in part based upon the representations foregoing representations, warranties and covenants of the undersigned Subscriber contained herein; d. has been informed that the securities subscribed for have not been approved or disapproved by any regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to acquire the units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any units or any portion thereof to any other person; f. understands that there is no present market for Liberty’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions to the transferability of the membership units; g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units; h. has received a copy of the Liberty Company Agreement and understands that acceptance upon financial closing, the subscriber and the membership units subscriber purchases will be bound by the provisions of the Company Agreement which contains, among other things, provisions that restrict the transfer of membership units; i. understands that the units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the Liberty Company Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall only sell or distribute them pursuant to the terms of Liberty’s Company Agreement, the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; j. is capable of bearing the economic risk of this investment, including the possible total loss of the investment; k. understands that Liberty will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Managers of Liberty in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN LIBERTY’S COMPANY AGREEMENT AS AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIREDSubscriber. l. understands that to enforce the above legend, Liberty may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; m. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the units, believes that the investment in units is suitable for the subscriber and can bear the economic risk of the purchase of units including the total loss of the undersigned’s investment; n. may not transfer or assign this Subscription Agreement, or any of the subscriber’s interest herein; o. has written his, her, or its correct taxpayer identification number under Item 3 on this Subscription Agreement; and p. is not subject to back-up withholding either because he, she or it has not been notified by the Internal Revenue Services (“IRS”) that he, she or it is subject to back-up withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he, she or it is no longer subject to back-up withholding (Note this clause (p) should be crossed out if the back-up withholding box in Item 2 is checked.

Subscriber's Representations, Warranties and Covenants. You must read The Subscriber represents, warrants to and certify your representations covenants with the Company as follows: The Subscriber is purchasing the Securities solely for his own account, for investment purposes only and not with an intent to divide his participation with others, resell, or otherwise dispose of all or any part of such investment. The Subscriber will be the beneficial owner of the Securities standing in the Subscriber’s name. The Subscriber has been furnished with the sufficient written and oral information about the Company to allow him to make an informed investment decision prior to purchasing the Investment and has been furnished access to any additional information that he may require. The Subscriber is fully familiar with the business proposed to be conducted by the Company and with the Company’s use and proposed use of the proceeds from the sale of Securities. The Subscriber has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment. The Subscriber is able to bear the economic risk of losing his entire investment The Subscriber is knowledgeable and has experience concerning investments of the type represented by the investment. The Subscriber agrees to hold the Company, its agents, managers, and their respective successors and assigns harmless and to indemnify them against all liability, cost and expenses incurred by them as a result of any sale or distribution by the Subscriber in violation of the Act or any state securities laws. All representations, warranties and sign and date this Subscription Agreement. By signing below indemnities made by the subscriber represents and warrants Subscriber with reference to Liberty that he, she or it: a. has received a copy of Liberty’s Prospectus and the exhibits thereto; b. has been informed that the units of Liberty are offered and sold Act shall be deemed to be equally applicable in reliance upon a federal securities registration, connection with all applicable state securities registration in certain states and securities registration exemptions in various stateslaws. As set forth above, and the Subscriber understands that the units to be issued pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability; c. has been informed that the securities purchased pursuant to this Subscription Agreement Securities have not been registered under the securities laws of Act, or under any state other than as described herein and exempt from registration. The Subscriber further acknowledges that Liberty the reliance on such exemptions is relying in part based upon the representations foregoing representations, warranties and covenants of the undersigned Subscriber contained herein; d. has been informed that the securities subscribed for have not been approved or disapproved by any regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to acquire the units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any units or any portion thereof to any other person; f. understands that there is no present market for Liberty’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions to the transferability of the membership units; g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units; h. has received a copy of the Liberty Company Agreement and understands that acceptance upon financial closing, the subscriber and the membership units subscriber purchases will be bound by the provisions of the Company Agreement which contains, among other things, provisions that restrict the transfer of membership units; i. understands that the units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the Liberty Company Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall only sell or distribute them pursuant to the terms of Liberty’s Company Agreement, the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; j. is capable of bearing the economic risk of this investment, including the possible total loss of the investment; k. understands that Liberty will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Managers of Liberty in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN LIBERTY’S COMPANY AGREEMENT AS AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIREDSubscriber. l. understands that to enforce the above legend, Liberty may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; m. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the units, believes that the investment in units is suitable for the subscriber and can bear the economic risk of the purchase of units including the total loss of the undersigned’s investment; n. may not transfer or assign this Subscription Agreement, or any of the subscriber’s interest herein; o. has written his, her, or its correct taxpayer identification number under Item 3 on this Subscription Agreement; and p. is not subject to back-up withholding either because he, she or it has not been notified by the Internal Revenue Services (“IRS”) that he, she or it is subject to back-up withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he, she or it is no longer subject to back-up withholding (Note this clause (p) should be crossed out if the back-up withholding box in Item 2 is checked.

Subscriber's Representations, Warranties and Covenants. You must Each Subscriber, severally and not jointly, hereby represents, warrants and covenants to the Company and to the Placement Agent as of the date hereof and as of such Subscriber’s applicable Closing Date that: 2.1 Such Subscriber recognizes that the purchase of the Securities involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Securities; (iii) an investor may not be able to readily liquidate its investment; (iv) transferability of the Securities is limited; and (v) such Subscriber could sustain the loss of its entire investment. 2.2 Such Subscriber is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act and such Subscriber is able to bear the economic risk of an investment in the Securities. In addition, such Subscriber has such knowledge and experience in business and financial matters, including prior investments in non-listed and non-registered securities, as is necessary in order to evaluate the merits and risks of its investment in the Units. Such Subscriber has conducted and relied upon its own analysis of the value of its investment in the Company and expressly disclaims reliance upon the Company’s August 17, 2011 press release and the third-party valuation discussed therein. 2.3 Such Subscriber has received and has carefully read and certify your considered all of the Company’s United States Securities and Exchange Commission (the “SEC”) filings, including, without limitation, the information set forth under “Risk Factors”. In evaluating the suitability of an investment in the Company, such Subscriber has not relied upon any representations and warranties and sign and date or other information (whether oral or written) received from the Company, its officers, directors, agents, employees or representatives, except information set forth in this Subscription Agreement, the Company’s public filings or information that is obtained from the Company in order to verify such information. By signing below the subscriber represents and warrants to Liberty that he, she or it: a. has received a copy of Liberty’s Prospectus and the exhibits thereto; b. Such Subscriber has been informed afforded the opportunity to ask questions of and receive answers from management of the Company concerning the terms and conditions of the Offering and to obtain such additional information as such Subscriber deemed necessary in order to evaluate its investment in the Units. Such Subscriber understands that the units Placement Agent has acted solely as agent of Liberty the Company in this Offering of the Securities and not to any Subscriber, and that the Placement Agent makes no representation or warranty with regard to the merits of this transaction or as to the accuracy of any information such Subscriber may have received in connection therewith. Such Subscriber acknowledges that he has not relied on any information or advice furnished by or on behalf of the Placement Agent. 2.4 Such Subscriber understands that its purchase of the Securities may have tax consequences and that such Subscriber must retain its own professional advisors to evaluate the tax and other consequences of an investment in the Securities. Such Subscriber has independently evaluated the merits of its decision to purchase Securities pursuant to the Transaction Documents, and such Subscriber confirms that it has been afforded the opportunity to consult with such Subscriber’s business, tax and/or legal counsel in making such decision and has availed itself of that opportunity to the extent deemed advisable by such Subscriber. 2.5 Such Subscriber acknowledges that the Offering has not been reviewed, endorsed or approved by the SEC and that the Units are being offered and sold without registration under the Securities Act in reliance upon a federal securities registrationthe exemption from registration afforded by Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, and without registration under any state securities registration in certain states and securities registration exemptions in various states, and laws. Such Subscriber understands that a legend will be affixed to each certificate evidencing any of the units Securities to be issued pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability; c. has been informed the effect that the securities purchased pursuant to this Subscription Agreement Securities have not been registered under the Securities Act or any applicable state securities laws and setting forth or referring to the restrictions on transferability and sale thereof. 2.6 Such Subscriber is purchasing the Units for its own account for investment purposes only and not with a view to or for sale in connection with, or for purposes of, any “distribution” thereof within the meaning of Section 2(11) of the Securities Act. 2.7 Such Subscriber understands that the Company reserves the right to hold one or more Additional Closings of the Offering at any time through the Additional Closing Deadline. Such Subscriber further understands that the Company shall not have any obligation to sell any Units in any jurisdiction in which the sale of Units would constitute a violation of the securities, “blue sky” or other similar laws of such jurisdiction. 2.8 Such Subscriber’s address set forth on the signature page hereto is its principal residence if such Subscriber is an individual or its principal business address if such Subscriber is a corporation or other entity. 2.9 Such Subscriber is not subscribing for the Units as a result of any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or general meeting. 2.10 Such Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform such Subscriber’s obligations hereunder. This Agreement has been duly and validly authorized, executed, and delivered by such Subscriber. This Subscription Agreement constitutes a valid and legally binding obligation of such Subscriber, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. The funds provided for this investment are either separate property of such Subscriber, community property over which such Subscriber has the right of control or are otherwise funds as to which such Subscriber has the sole right of management. 2.11 There are no actions, suits, proceedings or investigations pending against such Subscriber or such Subscriber’s assets (nor, to such Subscriber’s knowledge, is there any threat thereof) which would impair such Subscriber’s ability to enter into and fully perform such Subscriber’s commitments and obligations under this Subscription Agreement or the transactions contemplated hereby. 2.12 The execution, delivery and performance of this Subscription Agreement by such Subscriber will not result in (A) any violation of, or conflict with, or constitute a default under, (i) any of such Subscriber’s articles of incorporation or by-laws, if applicable, (ii) any agreement to which such Subscriber is a party or by which it is bound, or (iii) any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Subscriber, nor (B) the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of such Subscriber or on the Securities, except in the case of clauses (A)(ii) and (A)(iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Subscriber to perform its obligations hereunder. 2.13 No consent from any other Person is required in order for such Subscriber to execute this Agreement and perform its obligations hereunder, or such consent has been obtained and a copy has been provided to the Company. 2.14 Such Subscriber understands that the Company intends to pay compensation to the Placement Agent in connection with the sale of the Units, including, without limitation, by issuing to the Placement Agent warrants in the substantially the same form as the Subscriber Warrants (the “Placement Agent Warrants”). 2.15 Such Subscriber has kept confidential the existence of the Offering and the information contained therein or made available in connection with any further investigation of the Company. 2.16 Such Subscriber does not have any agreement or understanding with the Company with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents. 2.17 Such Subscriber’s representations and warranties contained in this Subscription Agreement and the Accredited Investor Prospective Participant Questionnaire accompanying this Subscription Agreement do not contain any untrue statement of a material fact. Such Subscriber understands that the Company and the Placement Agent are each relying upon the truth and accuracy of the representations, warranties and agreements of such Subscriber set forth herein in making their determination that the Offering and sale of the Units is exempt from registration under the Securities Act and state securities laws. 2.18 If such Subscriber is a corporation, partnership, limited liability company, trust, joint purchaser, or other entity such Subscriber has been duly formed is validly and existing and has full power and authority to purchase the Units and make an investment in the Company. 2.19 Such Subscriber understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Subscriber shall have delivered to the Company an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Subscriber provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Subscriber effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, this Section 2.19. 2.20 Such Subscriber understands that the certificates or other instruments representing the Notes, the Warrants and the stock certificates representing the Note Shares and the Warrant Shares, except as set forth below, shall bear any legend as required by the “blue sky” laws of any state other than as described herein and that Liberty is relying in part upon the representations of the undersigned Subscriber contained herein; d. has been informed that the securities subscribed for have not been approved or disapproved by any regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to acquire the units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any units or any portion thereof to any other person; f. understands that there is no present market for Liberty’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions to the transferability of the membership units; g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units; h. has received a copy of the Liberty Company Agreement and understands that acceptance upon financial closing, the subscriber and the membership units subscriber purchases will be bound by the provisions of the Company Agreement which contains, among other things, provisions that restrict the transfer of membership units; i. understands that the units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the Liberty Company Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall only sell or distribute them pursuant to the terms of Liberty’s Company Agreement, the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; j. is capable of bearing the economic risk of this investment, including the possible total loss of the investment; k. understands that Liberty will place a restrictive legend on any certificate representing any unit containing in substantially the following language as the same form (and a stop-transfer order may be amended by the Managers placed against transfer of Liberty in their sole discretion: such stock certificates): [NEITHER THE TRANSFERABILITY ISSUANCE AND SALE OF THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN LIBERTY’S COMPANY AGREEMENT AS AGREED TO SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE][EXERCISABLE] HAVE BEEN][THE SECURITIES REPRESENTED BY EACH MEMBER. THE UNITS REPRESENTED HEREBY THIS CERTIFICATE HAVE NOT BEEN BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE TRANSFERRED WITHOUT ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION THEREOF STATEMENT FOR THE SECURITIES UNDER SUCH THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSELCOMPANY, THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if, unless otherwise required by state securities laws, (i) such Securities are registered for resale under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Company with an opinion of counsel, in a form reasonably satisfactory to the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act, or (iii) such holder provides the Company with reasonable assurance that the Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance. l. 2.21 Such Subscriber understands that to enforce U.S. Bank National Association is acting only as an escrow agent in connection with the above legendoffering of securities described herein, Liberty may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; m. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the units, believes that the investment in units is suitable for the subscriber and can bear the economic risk of the purchase of units including the total loss of the undersigned’s investment; n. may not transfer or assign this Subscription Agreement, or any of the subscriber’s interest herein; o. has written his, her, or its correct taxpayer identification number under Item 3 on this Subscription Agreement; and p. is not subject to back-up withholding either because he, she or it has not been notified by endorsed, recommended or guaranteed the Internal Revenue Services (“IRS”) that hepurchase, she value or it is subject to back-up withholding as a result repayment of a failure to report all interest or dividends, or the IRS has notified him, her or it that he, she or it is no longer subject to back-up withholding (Note this clause (p) should be crossed out if the back-up withholding box in Item 2 is checkedsuch securities.

Subscriber's Representations, Warranties and Covenants. You must read The undersigned understands and certify your representations acknowledges that the Shares subscribed for herein are being offered and warranties sold under one or more of the exemptions from registration provided for in the Securities Act including Regulation S promulgated thereunder, that the undersigned acknowledges that the Shares are being purchased without the undersigned being offered or furnished any offering literature, prospectus or other material, financial or otherwise, other than as publicly available, and sign that this action has not been scrutinized by the United States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state. The undersigned hereby further represents and warrants as follows: (a) The undersigned confirms that he understands and has fully considered, for purposes of this investment, the risks of an investment in the Shares and understands that: (i) this investment is suitable only for an investor who is able to bear the economic consequences or losing his entire investment, (ii) the purchase of the Shares is a speculative investment which involves a high degree of risk of loss by the undersigned of his entire investment, and (iii) that there will be no active public market for the Shares and accordingly, it may not be possible for the undersigned to liquidate an investment in the Shares in case of an emergency. (b) The Subscriber is not a “U.S. Person” as defined in 902(k) of Regulation S under the Securities Act and supports that statement by making the following representations: (i) At the time the buy order was originated, and as of the date of the execution and delivery of this Subscription Agreement. By signing below , Subscriber was outside the subscriber represents United States; (ii) Subscriber is purchasing the Shares for its own account and warrants to Liberty that henot on behalf of any U.S. Person, she or it: a. has received a copy of Liberty’s Prospectus and the exhibits thereto; b. sale has not been informed pre-arranged with a buyer in the United States; (iii) Subscriber hereby agrees that all offers and sales of the Shares prior to the expiration of the Distribution Compliance Period (as defined in Regulation S) shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the Shares under the 1933 Act or pursuant to an exemption from registration under the 1933 Act, and all offers and sales after the Distribution Compliance Period shall be made only pursuant to such a registration or to such exemption from registration; (iv) All offering documents received by Subscriber include statements to the effect that the units of Liberty are offered and sold in reliance upon a federal securities registration, state securities registration in certain states and securities registration exemptions in various states, and understands that the units to be issued pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability; c. has been informed that the securities purchased pursuant to this Subscription Agreement Shares have not been registered under the 1933 Act and may not be offered or sold unless the Shares are registered under the 1933 Act or an exemption from such registration requirements is available; (v) Subscriber understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of Federal and State securities laws of any state other than as described herein and that Liberty the Seller is relying in part upon the representations truth and accuracy of the undersigned representations, warranties, agreements, acknowledgements and understandings of Subscriber contained herein; d. has been informed that set forth herein in order to determine the securities subscribed for have not been approved or disapproved by any regulatory authority, nor has any regulatory authority passed upon applicability of such exemptions and the accuracy or adequacy suitability of the Prospectus; e. intends Subscriber to acquire the units Shares; (vi) The purchase of the Shares by Subscriber is not a transaction (or any element of a series of transactions) that is part of any plan or scheme to evade the registration provisions of the 1933 Act; and (vii) Subscriber is not a distributor as defined in Regulation S, and if deemed to be a distributor, prior to reselling the Shares to a non-U.S. Person during the Restricted Period, will send a notice to the new Subscriber that such new Subscriber is subject to the restrictions of Regulation S during the Distribution Compliance Period; (c) If the Subscriber is a corporation, partnership, trust or any unincorporated association: (i) the person executing this Subscription Agreement does so with full right, power and authority to make this investment; (ii) that such entity was not formed for his/her/its own account the specific purpose of making an investment in the Company; and (iii) that all further representations and warranties made herein are true and correct with respect to such corporation, partnership, trust and unincorporated association; (d) The address set forth below is the Subscriber’s true and correct residence or place of business, and the Subscriber has no present intention of becoming a resident of any other state or jurisdiction; (e) The Subscriber understands and agrees that the Company prohibits the investment of funds by any persons or entities that are acting, directly or indirectly, (i) in contravention of any U.S. or international laws and regulations, including anti-money laundering regulations or conventions, (ii) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control1 (“OFAC”), as such list may be amended from time to time, (iii) for a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure2, unless the Company, after being specifically notified by the Subscriber in writing that it is such a person, conducts further due diligence, and determines that such investment shall be permitted, or (iv) for a foreign shell bank3 (such persons or entities in (i) – (iv) are collectively referred to as “Prohibited Persons”). (f) The Subscriber represents, warrants and covenants that: (i) it is not, nor is any person or entity controlling, controlled by or under common control with the Subscriber, a Prohibited Person, and (ii) to the extent the Subscriber has any beneficial owners4, (a) it has carried out thorough due diligence to establish the identities of such beneficial owners, (b) based on such due diligence, the Subscriber reasonably believes that no such beneficial owners are Prohibited Persons, (c) it holds the evidence of such identities and status and will maintain all such evidence for at least five years from the date of the Subscriber’s complete withdrawal from the Company, and (d) it will make available such information and any additional information requested by the Company that is required under applicable regulations. ____________ 1 The OFAC list may be accessed on the web at hxxx://xxx.xxxxx.xxx/xxxx. 2 Senior foreign political figure means a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. The immediate family of a senior foreign political figure typically includes the political figure’s parents, siblings, spouse, children and in-laws. A close associate of a senior foreign political figure is a person who is widely and publicly known internationally to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure. 3 Foreign shell bank means a foreign bank without a view physical presence in any country, but does not include a regulated affiliate. A post office box or electronic address would not be considered a physical presence. A regulated affiliate means a foreign shell bank that: (1) is an affiliate of a depository institution, credit union, or foreign bank that maintains a physical presence in the United States or a foreign country, as applicable; and (2) is subject to public distribution supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or resale foreign bank. 4 Beneficial owners will include, but not be limited to: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) investors in a fund-of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual who established an IXX; (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person being represented by the Subscriber in an agent, representative, intermediary, nominee or similar capacity. If the beneficial owner is itself an entity, the information and representations set forth herein must also be given with respect to its individual beneficial owners. If the Subscriber is a publicly-traded company, it need not conduct due diligence as to its beneficial owners. (g) If any of the foregoing representations, warranties or covenants cease to be true or if the Company no longer reasonably believes that he/she/it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, the Company may, in accordance with applicable regulations, freeze the Subscriber’s investment, either by prohibiting additional investments, declining or suspending any withdrawal requests and/or segregating the assets constituting the investment, or the Subscriber’s investment may immediately be involuntarily withdrawn by the Company, and the Company may also be required to report such action and to disclose the Subscriber’s identity to OFAC or other authority. In the event that the Company is required to take any of the foregoing actions, the Subscriber understands and agrees that it shall have no claim against the Company, and its respective affiliates, directors, members, partners, shareholders, officers, employees and agents for any form of damages as a result of any of the aforementioned actions. (h) The Subscriber agrees to indemnify and hold harmless the Company, its respective affiliates, directors, members, partners, shareholders, officers, employees and agents from and against any and all losses, liabilities, damages, penalties, costs, fees and expenses (including legal fees and disbursements) which may result, directly or indirectly, from any inaccuracy in or breach of any representation, warranty, covenant or agreement set forth in this Agreement. (i) The Subscriber has received and read or reviewed, is familiar with and fully understands the documents furnished by the Company. The Subscriber also fully understands this Subscription Agreement and the risks associated with this interest and confirms that all documents, records and books pertaining to the Subscriber’s investment in the Shares and requested by the Subscriber have been made available or delivered to the Subscriber by the Company; (j) The Subscriber has had an opportunity to ask questions of and receive answers from, the Company or a person or persons acting on its behalf, concerning the terms and conditions of this investment and confirms that all documents, records and books pertaining to the investment in the Shares and requested by the Subscriber has been made available or delivered to the Subscriber; (k) The Subscriber will be acquiring the Shares, solely for the Subscriber’s own account, for investment and not with a view toward the resale, distribution, subdivision or fractionalization thereof; and the Subscriber has no present plans to enter into any such contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any units or any portion thereof to any other personarrangement; f. (l) The Subscriber acknowledges and understands that as of this Offering there is no present a limited public market for Liberty’s membership units, the Shares and no assurance can be given that the membership units public market will continue to exist or further develop for the Shares offered hereby, or if it will be maintained so that any subscribers in this Offering may avail any benefit from the same; (m) The Subscriber’s compliance with the terms and conditions of this Subscription Agreement will not trade on an exchange conflict with any instrument or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions agreement pertaining to the transferability of Shares or the membership unitstransactions contemplated herein; and will not conflict in, result in a breach of, or constitute a default under any instrument to which the Subscriber is a party; g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the (n) The Subscriber will seek its own legal, tax and other considerations relating to investment advice concerning tax implications attendant upon the purchase of unitsthe Shares and understands and accepts that the Company is relying upon this representation insofar as disclosure of tax matters is concerned; h. has received a copy (o) The Subscriber hereby acknowledges and represents that the Subscriber is aware of the Liberty Company Agreement information set forth in this document and understands that acceptance upon financial closing, the subscriber and the membership units subscriber purchases will be bound by the provisions of the Company Agreement which contains, among other things, provisions that restrict the transfer of membership units; i. understands that the units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the Liberty Company Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall only sell or distribute them pursuant to the terms of Liberty’s Company Agreement, the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; j. is capable of bearing the economic risk of this investment, including the possible total loss of the investment; k. understands that Liberty will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Managers of Liberty in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN LIBERTY’S COMPANY AGREEMENT AS AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. l. understands that to enforce the above legend, Liberty may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; m. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the units, believes that the investment in units is suitable for the subscriber and can bear the economic risk of the purchase of units including the total loss of the undersigned’s investment; n. may not transfer or assign this Subscription Agreement, or any of the subscriber’s interest herein; o. has written his, her, or its correct taxpayer identification number under Item 3 on this Subscription Agreementexhibits attached hereto; and p. is not subject to back-up withholding either because he, she or it has not been notified by the Internal Revenue Services (“IRS”) that he, she or it is subject to back-up withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he, she or it is no longer subject to back-up withholding (Note this clause (p) should The foregoing representations and warranties are true and accurate as of the date hereof and shall be crossed out if true and accurate as of the back-up withholding box date of delivery of the subscription to the Company and shall survive such delivery. If, in Item 2 is checkedany respect, such representations and warranties shall not be true and accurate, the Subscriber shall give written notice of such fact to the Company, specifying which representations and warranties are not true and accurate and the reasons therefore.

Subscriber's Representations, Warranties and Covenants. You must read and certify your representations and warranties and sign and date By executing this Subscription Agreement. By signing below , the subscriber represents Subscriber on its own behalf and on behalf of a Purchasing Entity if designated pursuant to Section 20 hereof, represents, warrants and covenants to Liberty and with the Corporation (and acknowledges that he, she or itthe Corporation is relying thereon) that: a. has received (a) the Subscriber: (i) is the beneficial purchaser of the Securities unless a copy of Liberty’s Prospectus and Purchasing Entity is designated pursuant to Section 20 hereof in which case the exhibits theretoPurchasing Entity shall be the beneficial purchaser; b. has been informed that (ii) is resident in the units jurisdiction set out on the first page of Liberty are offered and sold in reliance upon a federal securities registration, state securities registration in certain states and securities registration exemptions in various states, and understands that the units to be issued pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitabilityas the “Subscriber’s Address”; c. has been informed (iii) is not, and is not purchasing the Securities for the account or benefit of, a U.S. Person (as that term is defined in Regulation S (“Regulation S”) under the securities purchased pursuant to United States Securities Act of 1933 (the “1933 Act”)) or for resale in the United States (as “United States” is defined in Regulation S); (iv) was not offered the Securities in the United States; (v) at the time the purchase order originated was outside the United States, and did not execute or deliver this Subscription Agreement or related documents in the United States; (vi) acknowledges that the Securities have not been been, nor will they be, registered under the 1933 Act or the securities laws of any state other than as described herein and that Liberty is relying in part upon the representations of the undersigned Subscriber contained herein; d. has been informed that the securities subscribed for have not been approved or disapproved by any regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to acquire the units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any units or any portion thereof to any other person; f. understands that there is no present market for Liberty’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future United States, and that there are significant restrictions may not be offered or sold in the United States or to a U.S. Person, without registration or an exemption from registration under the transferability of the membership units; g. has been encouraged to rely upon the advice of his legal counsel 1933 Act and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units; h. has received a copy of the Liberty Company Agreement and understands that acceptance upon financial closing, the subscriber and the membership units subscriber purchases will be bound by the provisions of the Company Agreement which contains, among other things, provisions that restrict the transfer of membership units; i. understands that the units are subject to substantial restrictions on transfer under applicable state securities laws along with restrictions and agrees not to offer or sell the Offered Shares in the Liberty Company Agreement and agrees that if United States or to a U.S. Person, without registration or an exemption from registration under the membership units or any part thereof are sold or distributed in the future, the subscriber shall only sell or distribute them pursuant to the terms of Liberty’s Company Agreement, the requirements of the Securities 1933 Act of 1933, as amended, and applicable state securities laws; j. (vii) is capable purchasing the Securities as principal for its own account and not for the benefit of bearing any other person, and is purchasing a sufficient number of Securities so that the economic risk aggregate acquisition cost to the Subscriber will not be less than Cdn. $150,000 paid in cash at the time of the trade; and (viii) is an “accredited investor” as that term is defined in National Instrument 45-106 (being a person other than individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements or, in the event the Subscriber designates a Purchasing Entity, such Purchasing Entity is a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors); (b) if the Subscriber is a resident of, or otherwise subject to the laws of, a country other than Canada or the United States (an “International Jurisdiction”): (i) the delivery of this investmentSubscription Agreement, including the possible total loss acceptance of it by the Corporation and the issuance of the investmentSecurities complies with all applicable laws of the Subscriber and all other applicable laws and will not cause the Corporation to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable laws; k. understands (ii) the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws of the International Jurisdiction which would apply to this subscription, if there are any; (iii) the Subscriber is purchasing the Securities pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of that Liberty will place International Jurisdiction or, if such is not applicable, is permitted to purchase the Securities under the applicable securities laws of the International Jurisdiction without the need to rely on an exemption or the need of the Corporation to rely on an exemption; and (iv) the applicable securities laws do not require the Corporation to make any filings or disclosures or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; (c) the Subscriber is purchasing the Securities for investment only and not with a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Managers view to resale or distribution of Liberty in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN LIBERTY’S COMPANY AGREEMENT AS AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. l. understands that to enforce the above legend, Liberty may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing or any of the membership unitsSecurities; m. (d) the Subscriber has knowledge not been created solely or used solely to purchase securities without the use of a prospectus by the issuer in reliance on a prospectus exemption, including without limitation the accredited investor exemption under applicable securities legislation; (e) this Subscription Agreement has been duly and experience validly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Subscriber, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (ii) general principles of equity that restrict the availability of equitable remedies, and (iii) to the extent that the enforceability of any indemnification may be limited by applicable laws (collectively, the “Qualifications”); (f) the Subscriber is a valid and subsisting corporation, has the necessary corporate capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in business respect thereof; (g) the Subscriber undertakes to comply with all provisions of the applicable securities legislation relating to ownership of, and financial matters trading in, securities including, without limitation, the filing of insider reports and reports of acquisitions; (h) the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in a violation of any of the terms and provisions of any law applicable to the Subscriber or any of its constating documents, or of any agreement to which it is a party or by which it is bound; (i) the Subscriber acknowledges that in connection with the purchase of the Offered Securities hereunder it has received no advice as to be tax or legal ramifications of this Subscription Agreement and the Convertible Debenture from the Corporation and has been advised to seek independent advice from its legal, accounting and tax advisors prior to entering into this Subscription Agreement; (j) the Subscriber is an investor who, by virtue of its net worth and investment experience or by virtue of consultation with or advice from a person who is not an insider of the Corporation, but who is a registered advisor or registered dealer, is able to evaluate the merits and risks of an investment in the units, believes that the investment in units Securities and is suitable for the subscriber and can able to bear the economic risk of loss of such investment; (k) the Subscriber has been independently advised as to the applicable resale restrictions, including the hold periods imposed in respect of the Securities and confirms that no representation has been made respecting the applicable hold periods for the Securities, and is aware of the risks and other characteristics of the Securities; (l) the Subscriber has not received, nor has it requested, nor does it have any need to receive, any offering memorandum or any other document describing the business and affairs of the Corporation that constitutes an offering memorandum as such term is defined under applicable securities laws, nor has any such document been prepared for delivery to, or review by, the Subscriber in order to assist the Subscriber in making an investment decision in respect of the Securities; (m) the Subscriber has relied solely upon reports and documents concerning and issued by the Corporation required to be filed with the securities regulatory authorities in Canada on the System for Electronic Document Analysis and Retrieval (“SEDAR”) and made available to the public on SEDAR and upon the representations, warranties and covenants provided herein and not upon any verbal or other written representation as to fact or otherwise made by or on behalf of the Corporation or any employees, agents or affiliates thereof; (n) the offering and sale of the Securities to the Subscriber was not made or solicited through, and the Subscriber is not aware of, an advertisement of the Securities in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications, including electronic display (such as the Internet), or any other form of advertisement or general solicitation and the Subscriber acknowledges it did not receive an offering memorandum or similar document (including an offering memorandum as such term is defined under applicable securities laws) in connection with the offering and sale of the Securities; (o) the Subscriber acknowledges that because the purchase and sale of the Securities is being made pursuant to prospectus exemptions available under applicable securities laws: (i) it is restricted from using certain of the civil remedies available under the applicable securities laws; (ii) it may not receive information that might otherwise be required to be provided to it under the applicable securities laws if the exemptions were not being used; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the applicable securities laws if the exemptions were not being used; (p) the Subscriber: (i) acknowledges that the Securities purchased hereunder are subject to resale restrictions imposed under applicable securities laws and the rules of regulatory bodies having jurisdiction; (ii) acknowledges that the certificates representing the Offered Shares and the Debenture Shares (if the applicable hold period has not expired) may bear legends substantially in the following form and with the necessary information inserted: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE <*INSERT DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE DISTRIBUTION DATE>.” if the Subscriber wishes to resell the Securities during the four month hold period described in the above legend, the trade can only happen pursuant to applicable securities legislation and stock exchange rules. (iii) acknowledges that it has been advised by the Corporation that it should consult its own legal adviser before disposing of all or any part of any Securities that may be issued to the Subscriber pursuant to this Subscription Agreement or the Convertible Debenture to avoid breach of relevant securities legislation and stock exchange rules; and (iv) agrees not to resell the Securities, except in accordance with the provisions of applicable securities legislation and stock exchange rules; (q) the Subscriber acknowledges that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (ii) there is no government or other insurance covering the Securities; (iii) there are risks associated with the purchase of units including the total loss of the undersigned’s investmentSecurities; n. may not transfer or assign this Subscription Agreement, or any of (iv) there are restrictions on its ability to resell the subscriber’s interest herein; o. has written his, her, or Securities and it is its correct taxpayer identification number under Item 3 on this Subscription Agreementresponsibility to find out what those restrictions are and to comply with them before selling the Securities; and p. (v) it has been advised by the Corporation that the Corporation is relying on an exemption from the requirements to provide it with a prospectus and to sell securities through a person registered to sell securities under applicable securities legislation (including securities legislation of British Columbia) and, as a consequence of acquiring the Securities pursuant to this exemption, certain protections, rights and remedies provided by applicable securities legislation (including securities legislation of British Columbia), including statutory rights of rescission or damages, will not be available to it; (r) the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing, such reports, undertakings and other documents required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority with respect to the issue of the Securities, including, if required by the TSX, a Personal Information Form; (s) the Subscriber is not acting jointly or in concert with another person or is bound by or subject to back-up withholding either because heany agreement, she commitment or it has understanding, whether formal or informal, with any other person relating to the voting rights attached to the Securities to be purchased hereunder or in connection with the purchase hereunder; (t) as of the date hereof, the Subscriber is not been notified by an “insider” or “control person” of the Internal Revenue Services (“IRS”) Corporation, as that he, she or it term is subject to back-up withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he, she or it is no longer subject to back-up withholding (Note this clause (p) should be crossed out if the back-up withholding box defined in Item 2 is checked.applicable securities laws; and

Subscriber's Representations, Warranties and Covenants. You must read Subscriber hereby acknowledges, agrees with and certify your representations represents, warrants and warranties covenants to the Company, as follows: (a) The Subscriber has full power and sign authority to enter into this Agreement, the execution and date delivery of which has been duly authorized, if applicable, and this Subscription AgreementAgreement constitutes a valid and legally binding obligation of the Subscriber. (b) The Subscriber acknowledges its understanding that the sale of the Shares is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). By signing below In furtherance thereof, the subscriber Subscriber represents and warrants to Liberty the Company and its affiliates as follows: (i) The Subscriber realizes that the basis for the exemption from registration may not be available if, notwithstanding the Subscriber’s representations contained herein, the Subscriber is merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intention. (ii) The Subscriber realizes that the basis for exemption would not be available if the investment is part of a plan or scheme to evade registration provisions of the Securities Act or any applicable state or federal securities laws. (iii) The Subscriber is acquiring the Shares solely for the Subscriber’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Shares. (iv) The Subscriber has the financial ability to bear the economic risk of the Subscriber’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company. (v) The Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Shares. If other than an individual, the Subscriber also represents it has not been organized solely for the purpose of acquiring the Shares. (vi) The Subscriber (together with its Advisors, if any) has received all documents reasonably requested by the Subscriber, if any, has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement. (c) The Subscriber is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to economic considerations involved in this investment. The Subscriber has relied on the advice of, or has consulted with, only its Advisors. Each Advisor, if any, is capable of evaluating the merits and risks of an investment in the Shares, and each Advisor, if any, has disclosed to the Subscriber in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor and the Company or any affiliate or sub-agent thereof. (d) The Subscriber represents, warrants and agrees that he, she or it: a. has received a copy of Liberty’s Prospectus it will not sell or otherwise transfer any Shares without registration under the Securities Act or an exemption therefrom, and the exhibits thereto; b. has been informed fully understands and agrees that the units Subscriber must bear the economic risk of Liberty are offered and sold in reliance upon a federal securities registrationits purchase because, state securities registration in certain states and securities registration exemptions in various statesamong other reasons, and understands that the units to be issued pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability; c. has been informed that the securities purchased pursuant to this Subscription Agreement Shares have not been registered under the Securities Act or under the securities laws of any state other than and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Shares are “restricted securities,” as described herein such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and that Liberty is relying in part upon the representations they may not be sold pursuant to Rule 144 unless all of the undersigned conditions of Rule 144 are met. The Subscriber contained herein; d. has been informed that the securities subscribed for have not been approved or disapproved by any regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to acquire the units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any units or any portion thereof to any other person; f. understands that there is no present market for Liberty’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions to the transferability of the membership units; g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units; h. has received a copy of the Liberty Company Agreement and understands that acceptance upon financial closing, the subscriber and the membership units subscriber purchases will be bound by the provisions of the Company Agreement which contains, among other things, provisions that restrict the transfer of membership units; i. also understands that the units are subject Company is under no obligation to substantial restrictions register the Shares on transfer behalf of the Subscriber or to assist the Subscriber in complying with any exemption from registration under state securities laws along with restrictions in the Liberty Company Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall only sell or distribute them pursuant to the terms of Liberty’s Company Agreement, the requirements of the Securities Act of 1933, as amended, and or applicable state securities laws; j. is capable . The Subscriber understands that any sales or transfers of bearing the economic risk Shares are further restricted by state securities laws and the provisions of this investmentAgreement. (e) No oral or written representations or warranties have been made to the Subscriber by the Company or any of its officers, including employees, agents, sub-agents, affiliates, advisors or subsidiaries, other than any representations of the possible total Company contained herein, and in subscribing for the Shares, the Subscriber is not relying upon any representations other than those contained herein. (f) The Subscriber understands and acknowledges that its purchase of the Shares is a speculative investment that involves a high degree of risk and the potential loss of their entire investment and, in particular, acknowledges that the investment;Company has a limited operating history and is engaged in a highly competitive business. k. (g) The Subscriber’s overall commitment to investments that are not readily marketable is not disproportionate to the Subscriber’s net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (h) The Subscriber understands and agrees that Liberty will place a restrictive legend on any certificate representing any unit containing the certificates for the Shares shall bear substantially the following language as legend until (i) such Shares shall have been registered under the same Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel for the Company, such Shares may be amended by sold without registration under the Managers of Liberty in their sole discretionSecurities Act, as well as any applicable “blue sky” or state securities laws: THE TRANSFERABILITY OF THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN LIBERTY’S COMPANY AGREEMENT AS AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGEDTRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER SUCH THE SECURITIES ACT OR AN OPINION OF COUNSEL, COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL, ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. l. understands that to enforce (i) Neither the above legend, Liberty may place a stop transfer order with its registrar Securities and stock transfer agent Exchange Commission (if anythe “SEC”) nor any state securities commission has approved the Shares or passed upon or endorsed the merits of an investment therein. There is no government or other insurance covering all certificates representing any of the membership units;Shares. m. has knowledge (j) The Subscriber and experience in business its Advisors, if any, have had a reasonable opportunity to ask questions of and financial matters as to be able to evaluate the merits and risks of an investment in the units, believes that the investment in units is suitable for the subscriber and can bear the economic risk receive answers from a person or persons acting on behalf of the purchase Company concerning the Shares and the business, financial condition, results of units including the total loss operations and prospects of the undersignedCompany, and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any. (k) The Subscriber is unaware of, is in no way relying on, and did not become aware of the Company’s investment; n. may not transfer offering of the Shares through or assign this Subscription Agreementas a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any electronic mail over the Internet, and is not subscribing for Shares and did not become aware of the subscriberCompany’s interest herein; o. has written his, her, offering of the Shares through or its correct taxpayer identification number under Item 3 on this Subscription Agreement; and p. is not subject to back-up withholding either because he, she or it has not been notified by the Internal Revenue Services (“IRS”) that he, she or it is subject to back-up withholding as a result of a failure any seminar or meeting to report all interest or dividendswhich the Subscriber was invited by, or any solicitation of a subscription by, a person not previously known to the IRS Subscriber in connection with investments in securities generally. (l) The Subscriber has notified himtaken no action that would give rise to any claim by any person for brokerage commissions, her finders’ fees or the like relating to this Agreement or the transactions contemplated hereby. (m) The Subscriber acknowledges that any estimates or forward-looking statements or projections furnished by the Company to the Subscriber were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its management and should not be relied upon. (n) This Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that hethe Company reserves the right to reject any subscription for any reason. (o) The Subscriber will indemnify and hold harmless the Company and, she where applicable, its directors, officers, employees, agents, advisors, affiliates and shareholders, and each other person, if any, who controls any of the foregoing from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or it is no longer subject defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) (a “Loss”) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to back-up withholding (Note this clause the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or therein; provided, however, that the Subscriber shall not be liable for any Loss that in the aggregate exceeds such Subscriber’s Aggregate Purchase Price tendered hereunder. (p) should The Subscriber is, and on each date on which the Subscriber continues to own the Shares will be, an “Accredited Investor” as defined in Rule 501(a) under the Securities Act. (q) The Subscriber represents, warrants and covenants that: (i) it is not, nor is any person or entity controlling, controlled by or under common control with Subscriber, included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets ControlI (“OFAC”), as such list may be crossed amended from time to time (such persons or entities are collectively referred to as “Prohibited Persons”), and (ii) to the extent Subscriber has any beneficial owners, (1) it has carried out thorough due diligence to establish the identities of such beneficial owners, (2) based on such due diligence, Subscriber reasonably believes that no such beneficial owners are Prohibited Persons, (3) it holds the evidence of such identities and status and will maintain all such evidence for at least five years from the date of Subscriber’s complete withdrawal from the Company, and (4) it will make available such information and any additional information requested by the Company that is required under applicable regulations. If any of the foregoing representations, warranties or covenants ceases to be true or if the back-up withholding box Company no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, the Company may, in Item 2 is checkedaccordance with applicable regulations, freeze Subscriber’s investment, or Subscriber’s investment may immediately be involuntarily withdrawn by the Company, and the Company may also be required to report such action and to disclose Subscriber’s identity to OFAC or other authorities. Subscriber understands and agrees that any withdrawal proceeds paid to it will be paid to the same account from which Subscriber’s investment in the Company was originally remitted, unless the Company, in its sole discretion, agrees otherwise. I The OFAC list may be accessed on the web at hxxx://xxx.xxxxx.xxx/xxxx.

Subscriber's Representations, Warranties and Covenants. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the subscriber represents and warrants to Liberty that he, she or it: a. has received a copy of Liberty’s Prospectus dated and the exhibits thereto; b. has been informed that the units of Liberty are offered and sold in reliance upon a federal securities registration, state securities registration in certain states and securities registration exemptions in various states, and understands that the units to be issued pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability; c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than as described herein and that Liberty is relying in part upon the representations of the undersigned Subscriber contained herein; d. has been informed that the securities subscribed for have not been approved or disapproved by any regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to acquire the units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any units or any portion thereof to any other person; f. understands that there is no present market for Liberty’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions to the transferability of the membership units; g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units; h. has received a copy of the Liberty Company Agreement and understands that acceptance upon financial closing, the subscriber and the membership units subscriber purchases will be bound by the provisions of the Company Agreement which contains, among other things, provisions that restrict the transfer of membership units; i. understands that the units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the Liberty Company Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall only sell or distribute them pursuant to the terms of Liberty’s Company Agreement, the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; j. is capable of bearing the economic risk of this investment, including the possible total loss of the investment; k. understands that Liberty will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Managers of Liberty in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN LIBERTY’S COMPANY AGREEMENT AS AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. l. understands that to enforce the above legend, Liberty may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; m. has knowledge and experience in business and financial matters as to be able to evaluate the merits and risks of an investment in the units, believes that the investment in units is suitable for the subscriber and can bear the economic risk of the purchase of units including the total loss of the undersigned’s investment; n. may not transfer or assign this Subscription Agreement, or any of the subscriber’s interest herein; o. has written his, her, or its correct taxpayer identification number under Item 3 on this Subscription Agreement; and p. is not subject to back-up withholding either because he, she or it has not been notified by the Internal Revenue Services (“IRS”) that he, she or it is subject to back-up withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he, she or it is no longer subject to back-up withholding (Note this clause (p) should be crossed out if the back-up withholding box in Item 2 is checked.

Subscriber's Representations, Warranties and Covenants. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below the subscriber The undersigned Subscriber represents and warrants to Liberty that he, she or itthe Company as follows: a. has received a copy of Liberty’s Prospectus a) The undersigned: (i) understands and the exhibits thereto; b. has been informed acknowledges that the units issuance of Liberty are offered and sold in reliance upon a federal securities registration, state securities registration in certain states and securities registration exemptions in various states, and understands that the units to be issued pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability; c. has been informed that the securities purchased pursuant to this Subscription Agreement Securities have not been registered under the 1933 Act, nor under the securities laws of any state other than as described herein and that Liberty is relying in part upon the representations of the undersigned Subscriber contained herein; d. has been informed that the securities subscribed for have not been approved or disapproved by any regulatory authoritystate, nor under the laws of any other country; (ii) recognizes that no public agency has any regulatory authority passed upon the accuracy or adequacy of any information provided to the Prospectus;undersigned or the fairness of the terms of the Offering; and (iii) understands that this is a private company and the ability to resell your ownership may be difficult. e. intends to acquire b) The undersigned is acquiring the units Securities for his/her/, her or its own account without for long-term investment and not with a view towards resale, division or distribution thereof, and the undersigned does not presently have any reason to public anticipate any change in his, her or its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his, her or its sale or distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any units or any portion thereof to any other person; f. understands that there is no present market for Liberty’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions to the transferability of the membership units; g. has been encouraged shares and warrants. The undersigned is qualified to rely upon purchase the advice Securities under the laws of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase its jurisdiction of units; h. has received a copy of the Liberty Company Agreement and understands that acceptance upon financial closingresidence, the subscriber and the membership units subscriber purchases will be bound by the provisions of the Company Agreement which contains, among other things, provisions that restrict the transfer of membership units; i. understands that the units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the Liberty Company Agreement offer and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall only sell or distribute them pursuant to the terms of Liberty’s Company Agreement, the requirements sale of the Securities Act will not violate the securities laws or other laws of 1933, as amended, and applicable state securities laws; j. is capable of bearing such jurisdiction. No one other than the economic risk of this investment, including undersigned will have any beneficial interest in the possible total loss of the investment; k. understands that Liberty will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Managers of Liberty in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTEDSecurities. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN LIBERTY’S COMPANY AGREEMENT AS AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. l. understands that to enforce the above legend, Liberty may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; m. The undersigned has such knowledge and experience in financial and business and financial matters as to be able to evaluate that the undersigned is capable of evaluating the merits and risks of an investment in the unitsSecurities and of making an informed investment decision, believes and does not require a purchaser representative in evaluating the merits and risks of an investment in the Securities, or has relied upon the advice of a purchaser representative. c) The undersigned recognizes that the investment in units herein is suitable for a speculative venture, involves a high degree of risk, and that the subscriber and can bear total amount of funds tendered to purchase the economic Securities is placed at the risk of the business and may be completely lost. The purchase of units including the total loss of Securities as an investment involves special risks. d) The undersigned realizes that the Securities may not be purchased unless the undersigned has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the undersigned can provide for current needs and possible personal contingencies. The undersigned’s overall commitment to investments which are not readily marketable is not disproportional to the undersigned’s investment; n. may not transfer or assign this Subscription Agreementnet worth, or any and the undersigned’s acquisition of the subscriber’s interest herein;Securities will not cause such overall commitment to become excessive. o. e) The undersigned has written hiscarefully considered and has, her, or its correct taxpayer identification number under Item 3 on this Subscription Agreement; and p. is not subject to back-up withholding either because the extent he, she or it has not been notified by the Internal Revenue Services (“IRS”) that hebelieves such discussion necessary, she or it is subject to back-up withholding as a result of a failure to report all interest or dividends, or the IRS has notified himdiscussed with his, her or its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for his, her or its particular tax and financial situation and that the undersigned and his, her or its advisors, if such advisor were deemed necessary, have determined that the Securities are a suitable investment for the undersigned. f) The undersigned (i) is a bona fide resident of the state or country set forth as his, her or its “residence address’ in this Agreement; or (ii) if a company, partnership, trust, or other form of business organization, it that hehas its principal office within such State or country; or (iii) if a company, she partnership, trust, or it other form of business organization which was organized for the specific purpose of acquiring the Securities, all of its beneficial owners are residents of such State or country. The medical marijuana industry is no longer subject to back-up withholding (Note this clause (p) should be crossed out if the back-up withholding box in Item 2 its infancy and is checkedfragmented and highly competitive.

Subscriber's Representations, Warranties and Covenants. You must read and certify your representations and warranties and sign and date this Subscription Agreement. By signing below As a condition to the subscriber Subscriber’s purchase of the Subscribed Shares, the Subscriber represents and warrants that the following representations, warranties, and covenants made by the Subscriber to Liberty or with the Company are true and correct and acknowledges that he, she or itthe Company is relying on them in offering the Subscribed Shares to the Subscriber: a. (a) The Subscriber has received a copy full power and authority (corporate, statutory, and otherwise) to execute and deliver this Agreement and to consummate the purchase of Liberty’s Prospectus and the exhibits thereto; b. Subscribed Shares. This Agreement has been informed duly and validly executed and delivered by the Subscriber and constitutes a legal, valid, and binding obligation of the Subscriber enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, and other similar laws affecting the rights and remedies of creditors generally. (b) The Subscriber recognizes that the units purchase of Liberty are offered the Class C Common Shares in the Offering involves a high degree of risk due to several factors, including but not limited to the following: (i) the Company has a limited operating history and sold requires substantial funds in reliance upon a federal securities registration, state securities registration addition to the proceeds of the Offering; (ii) an investment in certain states and securities registration exemptions in various statesthe Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company through the subscription of Class C Common Shares; (iii) there is no market for the Class C Common Shares, and such a market may never develop following the Offering; (iv) the Subscriber may not be able to liquidate its investment; and (v) in the event of a disposition, the Subscriber could sustain the loss of its entire investment. (c) At the time the Subscriber was offered to purchase Class C Common Shares and as of the date of this Agreement, the Subscriber was and is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, as indicated by the Subscriber’s responses to the Investor Questionnaire attached as Appendix A and as verified in the Investor Verification Letter substantially in the form attached as Appendix B. The Subscriber represents and warrants that the Subscriber comes within one of the categories set forth in Section 1 of the Investor Questionnaire and that, for any category marked, the Subscriber has truthfully set forth, where applicable, the factual basis or reason the Subscriber comes within that category. Together with this Agreement, the Subscriber will complete and deliver an Investor Questionnaire and cause an Investor Verification Letter to be completed and delivered to the Company. (d) The Subscriber understands that the units to be issued pursuant to this Subscription Agreement can only be sold to a person meeting requirements of suitability; c. has been informed that the securities purchased pursuant to this Subscription Agreement Class C Common Shares have not been and will not be registered under the Securities Act or any applicable state securities laws of any state other than as described herein or “Blue Sky” laws, and that Liberty the offer and sale contemplated by this Agreement is relying being made in part upon reliance on the representations of exemption from the undersigned Subscriber contained herein; d. has been informed that the securities subscribed for have not been approved or disapproved by any regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to acquire the units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any units or any portion thereof to any other person; f. understands that there is no present market for Liberty’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions to the transferability of the membership units; g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units; h. has received a copy of the Liberty Company Agreement and understands that acceptance upon financial closing, the subscriber and the membership units subscriber purchases will be bound by the provisions of the Company Agreement which contains, among other things, provisions that restrict the transfer of membership units; i. understands that the units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the Liberty Company Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall only sell or distribute them pursuant to the terms of Liberty’s Company Agreement, the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof and Rule 506(c) of 1933Regulation D promulgated thereunder. The Subscribed Shares cannot be sold, as amendedtransferred, pledged, assigned, or otherwise disposed of (each such action, a “Transfer”) by the Subscriber unless they are subsequently registered under the Securities Act and applicable state securities or “Blue Sky” laws; j. , or an exemption from such registration is capable of bearing available at the economic risk of this investment, including the possible total loss time of the investment;desired sale. k. (e) The Subscriber agrees that if it decides to Transfer all or any part of the Subscribed Shares, it will not Transfer such Subscribed Shares, directly or indirectly, unless pursuant to an effective registration statement under the Securities Act or an exemption from such registration (such as provided by Rule 144 under the Securities Act, if available) and in compliance with any applicable state and other securities laws. (f) The Subscriber understands and acknowledges that Liberty will place a restrictive legend on any certificate representing any unit containing substantially the following language Class C Common Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and upon the original issuance thereof, and until such time as the same may is no longer required under applicable requirements of the Securities Act or applicable state securities laws, the certificates evidencing the Class C Common Shares, and all certificates issued in exchange therefor or in substitution thereof, will be amended by imprinted with a legend in a form that is substantially similar to the Managers of Liberty in their sole discretionfollowing: “THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN LIBERTY’S COMPANY AGREEMENT AS AGREED TO BY EACH MEMBER. THE UNITS SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES OR “BLUE SKY” LAWS, AND MAY NOT BE SOLD, PLEDGED, OFFERED OR OTHERWISE TRANSFERRED WITHOUT SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREOF STATEMENT UNDER SUCH THE SECURITIES ACT OR PURSUANT TO AN OPINION AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF COUNSELTHE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.” (g) The Subscriber is acquiring the Subscribed Shares solely for investment for the Subscriber’s own account and has no agreement, SATISFACTORY TO THE COMPANY AND ITS COUNSELunderstanding, THAT SUCH REGISTRATION IS NOT REQUIREDor arrangement to subdivide or Transfer all or any part of such Subscribed Shares to any other person. If the Subscriber is an entity, the Subscriber represents that it was not formed for the purpose of purchasing Class C Common Shares. No other person has or will have a direct or indirect beneficial interest in the Subscribed Shares purchased by the Subscriber, except as disclosed to the Company on an attachment hereto. To the extent any other person has any such beneficial interest, the Company will require such persons to execute a signature page to this Agreement. l. understands that (h) If the Subscriber is purchasing Class C Common Shares in a fiduciary capacity for another person or entity, including but not limited to enforce a corporation, partnership, trust, or any other entity, the above legendSubscriber has been duly authorized and empowered to execute this Agreement and all other subscription documents, Liberty may place a stop transfer order with its registrar and stock transfer agent such other person (if anyi) covering fulfills all certificates representing any of the membership units;requirements set forth in this Agreement to purchase Class C Common Shares, (ii) concurs in the Subscriber’s purchase of the Subscribed Shares, and (iii) agrees to be bound by the obligations, representations, warranties, and covenants contained herein. Upon the Company’s request, the Subscriber will provide true, complete, and current copies of all relevant documents related to the formation of the Subscriber, authorizing its investment in the Company, and/or evidencing the satisfaction of the foregoing. m. (i) The Subscriber has not been subject to a “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act. (j) The Subscriber is not a person or entity that is: (i) listed in the Annex to, or otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing; (ii) owned or controlled by or acting for or on behalf of any person listed in such Annex or otherwise subject to the provisions of such Executive Order; (iii) named as a “specifically designated national” or “blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”); (iv) otherwise the target of any economic sanctions program currently administered by OFAC; or (v) affiliated with any person or entity identified in clauses (i)–(iv) above. (k) The Subscriber (i) has adequate means of providing for the Subscriber’s current financial needs and contingencies, and (ii) has such substantial knowledge and experience in financial and business matters in general, and financial matters as in similar investments to be able to evaluate the investment contemplated by the Offering in particular, that the Subscriber is capable of reading and understanding information about the Company and evaluating the merits and risks of an investment in the units, believes that Company and of acquiring Class C Common Shares. (l) The Subscriber (i) recognizes the highly speculative nature of an investment in units the Class C Common Shares, (ii) is suitable for the subscriber and can able to bear the economic risk that the Subscriber hereby assumes, and (iii) can afford a complete loss of the Subscriber’s investment in the Class C Common Shares. (m) In making the decision to invest in the Class C Common Shares, the Subscriber has relied solely on information provided in this Agreement, the Offering Memorandum, or otherwise by the Company or its officers in connection with the Offering (collectively, the “Offering Materials”). The Subscriber has not relied and will not rely upon any material or literature other than the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, the tax and legal merits and consequences of this Agreement, and the purchase of Class C Common Shares hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of the Subscriber’s consideration of an investment in the Class C Common Shares other than the Offering Materials and the results of the Subscriber’s own independent investigation. (n) The Subscriber has consulted with the Subscriber’s own legal, accounting, tax, investment, and other advisers with respect to the tax treatment of an investment by the Subscriber in the Class C Common Shares and the merits and risks of such investment. The Subscriber is not relying on the Company or any of its professional advisers with respect to individual tax considerations involved in an investment in the Class C Common Shares. The Subscriber understands and acknowledges that there can be no assurances as to the tax results of an investment in the Class C Common Shares. (o) The Subscriber acknowledges receipt of this Agreement and the Offering Memorandum and represents that it: (i) has carefully reviewed this Agreement and the Offering Memorandum; (ii) has been furnished with all information that the Subscriber deems necessary to evaluate the merits and risks of the purchase of units Class C Common Shares in the Offering; (iii) has had the opportunity to ask questions and receive answers concerning the information received about the Class C Common Shares and the Company; and (iv) has been given the opportunity to obtain any additional information the Company possesses or can acquire without unreasonable effort or expense to verify the accuracy of any information received by the Subscriber concerning the Class C Common Shares and the Company. (p) The Subscriber understands and acknowledges that the Company is not obligated to file with the Securities and Exchange Commission (the “SEC”) or with any state securities administrator any registration statement in respect of resales of the Class C Common Shares. (q) The Subscriber’s address is correctly set forth on the signature page of this Agreement and is the Subscriber’s principal residence if the Subscriber is an individual or the Subscriber’s principal business address if the Subscriber is a corporation or other entity. (r) If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company, and the person signing this Agreement on behalf of such Subscriber has been duly authorized to do so by such Subscriber. (s) The Subscriber understands that neither the SEC nor any other federal, state, or non-U.S. agency has recommended, approved, or endorsed the purchase of the Class C Common Shares as an investment or passed on the accuracy or adequacy of the information set forth in the Offering Memorandum or any other documents used in connection with the Offering because the Offering is intended to be exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(c) of Regulation D promulgated thereunder. The Subscriber has relied on its own examination of the terms of the Offering, including the total loss merits and risks involved, and has reviewed the merits and risks of the undersignedpurchase of Class C Common Shares and investment in the Company with the Subscriber’s own legal, accounting, tax, investment;, and other advisers to the extent deemed advisable by the Subscriber. n. (t) The Subscriber understands, acknowledges, and agrees with the Company that this subscription may be rejected, in whole or in part, by the Company, in the sole and absolute discretion of the Company, at any time before any Closing notwithstanding the Subscriber’s prior receipt of notice that the Subscriber’s subscription has been accepted by the Company. (u) The Subscriber acknowledges that the information contained in the Offering Materials or otherwise made available to the Subscriber is confidential and non-public and agrees that all such information shall be kept in confidence by the Subscriber and neither used by the Subscriber for the Subscriber’s personal benefit (other than in connection with this subscription) nor disclosed to any third party for any reason, notwithstanding that the Subscriber’s subscription may not transfer or assign be accepted by the Company; provided, however, that (i) the Subscriber may disclose such information to its affiliates and advisors who have a need for such information in connection with providing advice to the Subscriber with respect to its investment in the Company so long as such affiliates and advisors have an obligation of confidentiality, and (ii) this Subscription Agreement, or obligation shall not apply to any such information that (1) is part of the subscriber’s interest herein; o. has written hispublic knowledge or literature and readily accessible at the date hereof, her, (2) becomes part of the public knowledge or its correct taxpayer identification number under Item 3 on this Subscription Agreement; and p. is not subject to back-up withholding either because he, she or it has not been notified literature and readily accessible by the Internal Revenue Services publication (“IRS”) that he, she or it is subject to back-up withholding except as a result of a failure to report all interest or dividendsbreach of this provision), or (3) is received from third parties without an obligation of confidentiality (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including but not limited to any subscription or other similar agreement entered into with the IRS has notified himCompany). (v) The Subscriber understands that the Class C Common Shares are being offered and sold to the Subscriber by the Company in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and acknowledges that the Company is relying in part on the truth and accuracy of, her and on the Subscriber’s compliance with, the representations, warranties, agreements, acknowledgements, and understandings of the Subscriber set forth in this Agreement and the Investor Questionnaire to determine the availability of such exemptions and the eligibility of the Subscriber to acquire the Subscribed Shares. The Subscriber agrees to supply the Company, as promptly as possible but no later than five days after the Subscriber receives the request therefor from the Company, with such additional information concerning the Subscriber as the Company deems necessary or it that he, she or it is no longer subject advisable to back-up withholding (Note this clause (p) should be crossed out if confirm the back-up withholding box Subscriber’s eligibility to participate in Item 2 is checkedthe Offering.