Common use of Subscription Clause in Contracts

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (the “Securities”), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees Subject to purchase $____________ in membership interests (the “Securities”), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon the terms and conditions hereof and the provisions of the Form C, the undersigned hereby subscribes for the Securities set forth hereinon the signature page hereto for the aggregate purchase price set forth on the signature page hereto, which is payable as described in Section 4 hereof. Subscriber understands and acknowledges that the subscription may not be revoked within the 48 hour period prior to a closing (as described below) of the Offering. The rights, preferences and privileges related to undersigned acknowledges that the Securities are will be subject to restrictions on transfer as set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale this subscription agreement (the “Offering StatementSubscription Agreement”). (b) By executing this Subscription Agreement, Subscriber acknowledges the undersigned (and, if the undersigned is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom the undersigned is so purchasing) hereby joins as a party that Subscriber has received this Subscription Agreement, a copy is designated (a) as an “Investor” under each of (i) the Amended and Restated Investors’ Rights Agreement to be dated as of the Offering Statementinitial Closing, in substantially the form attached hereto as Exhibit A (the “Investors’ Rights Agreement”), and any other information required by (ii) the Subscriber Amended and Restated Right of First Refusal Agreement and Co-Sale Agreement to make an investment decision. It is a condition be dated as of the Company’s acceptance of this subscription that Subscriber become a party to initial Closing, in substantially the Operating form attached hereto as Exhibit B (the “First Refusal Agreement. By executing this Agreement”), and upon acceptance (b) as a “Rights Holder” under the Amended and Restated Voting Agreement to be dated as of the subscription initial Closing, in substantially the form attached hereto as Exhibit C (the “Voting Agreement”), in each case as entered into by and among the Company, the Subscriber investors in the Company’s Series Seed Preferred Stock, Series A Preferred Stock, Series A-2 Preferred Stock and Series CF Preferred Stock and certain other stockholders of the Company. The Investors’ Rights Agreement, First Refusal Agreement and Voting Agreement collectively are referred to herein as the “Investment Agreements”. Any notice required or permitted to be given to the undersigned under any of the Investment Agreements shall be deemed given to have read, understood, executed, accepted the undersigned at the address provided with the undersigned’s subscription. The undersigned confirms that the undersigned has reviewed the Investment Agreements and become will be bound by the terms thereof as a party to who is designated as an “Investor” under the Operating Investors’ Rights Agreement and the First Refusal Agreement, and as a “Rights Holder” under the Voting Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (the “Securities”), of Rock TRP Fund VII-A, VII LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests units (the “Securities” or “Units”), ) of Rock Fund VII-A, LLCBrain Scientific Inc., a Delaware limited liability company Nevada corporation (the “Company”), at a purchase price of $_____________ 9.00 per Unit (the “Purchase Per Security Price”), which equates to a price of $1.80 per share of Common Stock, provided that a Subscriber must purchase the Units in at least the amount of the minimum investment of $504 (56 Units), upon the terms and conditions set forth herein. Each Unit offered herein consists of five (5) shares of the Company’s common stock (the “Common Stock”), par value $0.001 per share, and a warrant (the “Warrant”) to purchase one (1) share of the Common Stock. The rights, preferences holders of the Warrants may exercise the Warrants to purchase shares of the Common Stock at the price of $2.25 per share within three years from the issuance date of the Warrants. The terms and privileges related to conditions of the Securities Warrants are as set forth in the Operating form of the Warrant Agreement for the Company which is attached included as Exhibit 2.2 4.2 to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ____, 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 1,111,111 Units (the “Maximum Offering”). The Company may accept subscriptions until ____, 2021 unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law Maximum Offering (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event that the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests the number of shares (the “Securities”"SHARES") of common stock, par value $.001 per share (the "COMMON STOCK"), of Rock Fund VII-ASynova Healthcare Group, LLCInc., 0000 Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxx Xxxxxxxxxxxx 19063, a Delaware limited liability company Nevada corporation (the “Company”"COMPANY"), indicated on the signature page attached hereto at a the purchase price of $_____________ set forth on such signature page (the “Purchase Price”"PURCHASE PRICE"), upon . Subscriber has made payment by wire transfer of funds in accordance with instructions from the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth Company in the Operating Agreement full amount of the Purchase Price of the Common Stock for the Company which Subscriber is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale subscribing (the “Offering Statement”"PAYMENT"). 1.2 This Agreement is part of an offering of shares of Common Stock being conducted by G.M. Capital Partners, Ltd. (bthe "PLACEMENT AGENT") By executing this Subscription Agreement, on behalf of the Company outside the United States (the "OFFERING"). 1.3 Subscriber acknowledges understands that Subscriber has received this Subscription Agreement, a copy it will not earn interest on any funds held by the Company prior to the date of closing of the Offering. The Placement Agent and the Company may hold an initial closing of the Offering Statement(the "INITIAL CLOSING") at any mutually agreeable time. The date of the Initial Closing is hereinafter referred to as the "INITIAL CLOSING DATE". The Company may hold additional interim closings after the Initial Closing in which the terms of the Offering my not be the same for each closing. Any such interim closings are each hereinafter referred to as an "ADDITIONAL CLOSING" and shall occur on one or more dates each hereinafter referred to as an "ADDITIONAL CLOSING DATE." The Initial Closing Date and the Additional Closing Dates are each hereinafter sometimes referred to as a "CLOSING DATE." The last Closing is sometimes referred to herein as the "FINAL CLOSING." The date of the Final Closing is referred to herein as the "FINAL CLOSING DATE". Upon receipt by the Company of the requisite payment for all Common Stock to be purchased by the subscribers whose subscriptions are accepted at the Initial Closing or any Additional Closing, as applicable, and any other information required by subject to the Subscriber to make an investment decision. It is a condition satisfaction of certain conditions, the Common Stock so purchased will be issued in the name of each such subscriber, and the name of such subscriber will be registered on the stock transfer books of the Company’s acceptance Company as the record owner of this subscription that such Common Stock. The Company will, at the time of Subscriber's Closing, issue to each subscriber participating in such closing a stock certificate for the Common Stock so purchased. 1.4 Subscriber become a party hereby agrees to the Operating Agreement. By executing this Agreement, be bound hereby upon (i) execution and upon acceptance of the subscription by delivery to the Company, in care of the Subscriber shall be deemed Placement Agent, of the signature page to have read, understood, executed, accepted this Agreement and become a party to (ii) written acceptance on the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Initial Closing Date (or an Additional Closing Date, as hereinafter defined)the case may be, by the Company at its sole discretion. In addition, and the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all Placement Agent of Subscriber’s obligations hereunder 's subscription, which shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 be confirmed by faxing to the Subscriber the signature page to this Agreement that has been executed by the Company (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”"SUBSCRIPTION"). (e) In the event of rejection 1.5 Prior to acceptance of this subscription Agreement by the Company and the Placement Agent, Subscriber agrees that the Company and Placement Agent may, as they mutually agree in its entiretytheir sole and absolute discretion, or reduce the Subscription to any number of shares of Common Stock that in the event aggregate do not exceed the sale number of shares of Common Stock hereby applied for without any prior notice to or further consent by Subscriber. Subscriber hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Securities (or Placement Agent, each of the foregoing acting singularly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of Subscriber, with full power and authority in Subscriber's name, place and stead to amend this Agreement, including, in each case, Subscriber's signature page thereto, to effect any portion thereof) is not consummated of the foregoing provisions of this Section 1.5. 1.6 Subscriber agrees and understands that the principals of the Placement Agent may purchase Common Stock in this Offering for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effecttheir own account.

Subscription. (a) The undersigned (the “SubscriberPurchaser”) hereby irrevocably subscribes for and agrees to will purchase $____________ in membership interests (the “Securities”), of Rock Fund VII-A, LLC, a Delaware limited liability company from Orbital Tracking Corp. (the “Company”)) the number of Units as set forth on the signature page to this Subscription Agreement, at a purchase price of $_____________ 10.00 per Unit (the “Purchase Price”). Each Unit consists of: (a) one (1) share of Series L Preferred Stock, upon par value $0.0001 per share (the terms “Preferred Stock”); and conditions set forth herein(b) two (2) warrants to purchase one share of Common Stock at a price of $4.00 per share, exercisable for three years (the “Warrants”). The rights, shares of Common Stock underlying the Preferred Stock may hereinafter be referred to as the “Conversion Shares”). The shares of Common Stock underlying the Warrants may hereinafter be referred to as the “Warrant Shares”). The Preferred Stock shall have the rights and preferences and privileges related to the Securities are as set forth in the Operating Agreement for Certificate of Designation of Preferences, Rights and Limitations (the Company which is “COD”) attached as Exhibit 2.2 A hereto. The terms and conditions governing the Warrants shall be as set forth in the form of Warrant attached as Exhibit B hereto. The Subscription Agreement, the COD, and the form of Warrant are collectively referred to as the Offering Statement filed with the SEC, pursuant to which the Securities “Transaction Documents. The Units are being offered for sale (the “Offering StatementOffering”). (b) By executing by the Company pursuant to this Subscription Agreement. The Units are being offered on a “reasonable efforts all or none”, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party basis with respect to the Operating Agreement. By executing this Agreement, and upon acceptance minimum of $150,000 (the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined“Minimum Offering Amount”), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned Units are being offered on a “reasonable efforts” basis with respect to Subscriber without interest and all up to $750,000 of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 Units (the “Maximum OfferingOffering Amount”). Any purchase of Units by the Company’s officers, directors, or employees shall be included, and counted towards, the Minimum and Maximum Offering Amounts. The Initial Closing (as defined herein) of this Offering shall be subject to subscriptions being received from qualified investors and accepted by the Company may accept for the Minimum Offering Amount. Upon acceptance by the Company after the date hereof of such subscriptions, the Company shall have the right at any time thereafter, prior to the Termination Date (as defined below), to effect an initial closing with respect to this Offering (the “Initial Closing”). Thereafter, the Company shall continue to accept, and continue to have closings (together with the Initial Closing, each a “Closing”) for, additional subscriptions for such Securities from investors from time to time up to Maximum Offering Amount. The Units will be offered for a period as required to sell (the maximum amount “Initial Offering Period”) commencing on the date of this Subscription Agreement and continue until the Securitiesearliest of (i) May 10, 2018 (the “Minimum Offering Deadline”), (ii) the date upon which subscriptions for the Maximum Offering offered hereunder have been accepted, or such shorter period if required by applicable law (iii) the date upon which the Company elects to terminate the Offering (the “Termination Date”). Providing that subscriptions for $5,000,000 , subject to the right of Securities are received the Company to extend the Offering until as late as June 10, 2018 (the “Minimum OfferingFinal Termination Date”), without further notice to or consent by investors, if the Maximum Offering Amount has not been subscribed by the Offering Deadline. This additional period, together with the Initial Offering Period, shall be referred to herein as the “Offering Period.” The minimum investment amount that may be purchased by an investor is $25,000 (the “Investor Minimum Investment”); provided however, the Company, in its discretion, may accept an investor subscription for an amount less than the Investor Minimum Investment. The subscription for the Units will be made in accordance with and subject to the terms and conditions of this Subscription Agreement. In the event that (i) subscriptions for the Offering are rejected in whole (at the sole discretion of the Company), (ii) no Units are subscribed for prior to May 30, 2018, or (iii) the Offering is otherwise terminated by the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale expiration of the Securities Continuing Offering Period or, if extended, prior to the Final Termination Date, then the Company will refund all subscription funds held by it to the persons who submitted such funds, without interest, penalty or deduction. If a subscription is rejected in part (at the sole discretion of the Company) and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription will be returned without interest, penalty, expense or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectdeduction.

Subscription. (a) 1.1. The undersigned (the “SubscriberPurchaser”) ), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (the “Securities”), of Rock Fund VII-A, from Xxxxx Financing LLC, a Delaware limited liability company (“Xxxxx Financing”) the number of common shares, which represent limited liability company interests in Xxxxx Financing (the “CompanyShares”), set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $_____________ [ ] per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Purchase Subscription Price”), upon ) and on the terms and conditions set forth hereinin this Agreement and in the Amended and Restated Operating Agreement of Xxxxx Financing, dated [ ], as may be amended from time to time (the “Operating Agreement”), a copy of which the Purchaser acknowledges he or she or it has received and reviewed. This subscription is submitted by the Purchaser to Xxxxx Management LLC, the manager of Xxxxx Financing (the “Manager,” and together with Xxxxx Financing, the “Xxxxx Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by Xxxxx Financing of up to $75,000,000 worth of Shares (the “Maximum Offering Amount”). 1.2. The rights, preferences and privileges related to Purchaser understands that the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities Shares are being offered for sale pursuant to an offering circular, dated [ ], as amended from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”). , filed with the U.S. Securities and Exchange Commission (bthe “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agreement, Subscriber the Purchaser acknowledges that Subscriber the Purchaser has received and reviewed this Subscription Agreement, a copy of the Offering Statement, including the exhibits thereto, the Offering Materials, and any other information required by the Subscriber Purchaser to make an investment decisiondecision with respect to the Shares. 1.3. It is a condition Notwithstanding the irrevocable agreement of the Company’s acceptance of this subscription that Subscriber become a party Purchaser to purchase the Shares from Xxxxx Financing hereunder, Xxxxx Financing shall have no obligation to sell the Shares or any portion thereof to the Operating Agreement. By executing this AgreementPurchaser unless and until the Manager has accepted the subscription of the Purchaser with respect to such Shares in accordance with Section 3.1, which acceptance may be for all or any portion or all of such Shares, and upon acceptance the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription by of the Company, Purchaser with respect to such Shares in accordance with Section 2. If the Subscriber shall be deemed Manager accepts the subscription of the Purchaser with respect to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejectedShares, Subscriber’s payment (or portion thereof if partially rejected) will be returned the Purchaser shall remain committed to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (purchase the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount remainder of the Securities, or such shorter period if required Shares upon any subsequent acceptance by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 Manager of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion the Purchaser’s subscription for such Shares, the determination of this offering, on various dates which shall be made by the Manager in its sole discretion at or prior to any time until the earlier of the Termination Date (each a “Closing Date”). (e) In or the event of Manager’s rejection of this the subscription of the Purchaser with respect to such Shares in its entirety, or in the event accordance with Section 2. The closing of the sale of any Shares for which the Securities Manager has accepted the Purchaser’s subscription (or any portion thereofeach, a “Closing”) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectoccur promptly following such acceptance.

Subscription. (a) The undersigned (“Subscriber”) undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (the “Securities”)from Cyberian Outpost, of Rock Fund VII-A, LLCInc., a Delaware limited liability company corporation (the “"Company”"), the number of shares of Common Stock of the Company, par value $.01, (the "Common Stock") set forth on the signature page hereof, at a purchase price equal to the lesser of $_____________ (i) 95% of the trailing ten day average closing price of the Common Stock on NASDAQ ending two business days prior to February 28, 2000 (the “"Pricing Date"), or (ii) 95% of the closing price of the Common Stock on the Pricing Date (the "Purchase Price”"), upon . This subscription is submitted to you in accordance with and subject to the terms and conditions set forth herein. The rightsdescribed in this Agreement and the Registration Rights Agreement, preferences and privileges related dated as of March 10, 2000 (the "Registration Rights Agreement"), relating to an offering (the Securities are set forth in the Operating Agreement for "Offering") of up to 4,702,900 shares of common stock of the Company which is attached as Exhibit 2.2 to (the Offering Statement filed with the SEC, aggregate number of shares sold pursuant to which this Agreement is herein referred to as the Securities are being offered for sale (the “Offering Statement”"Shares"). (b) By executing Subscription payments should be made payable to "Cyberian Outpost, Inc., Escrow Account" and should be delivered, together with two executed and properly completed copies of this Subscription AgreementAgreement (and, Subscriber acknowledges that Subscriber has received this Subscription Agreementif requested by the Company or X.X. Xxxxxxxxx, a Towbin ("CEUT"), an executed and properly completed copy of the Offering Statementappropriate Investor Questionnaire in the form supplied by CEUT), and any other information required by the Subscriber to make an investment decisionX.X. Xxxxxxxxx, Towbin, 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxx. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of If the subscription is not accepted in whole or in part by the Company, the Subscriber shall full or ratable amount, as the case may be, of any subscription payment received will be deemed to have read, understood, executed, accepted and become a party promptly refunded to the Operating Agreementsubscriber without deduction therefrom or interest thereon. (c) This Subscription may be If this subscription is accepted or rejected by the Company, in whole or in part, at any time prior and subject to a Closing Date the conditions set forth in Section 2 of this Agreement, the Company shall deliver to the undersigned the Shares subscribed for hereby, dated the date of closing of the Offering of the Shares (as hereinafter definedthe "Closing"), and a fully executed copy of this Agreement. The Closing shall occur when all documents reasonably acceptable by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate and CEUT are executed and delivered to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateCEUT. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (Company has engaged CEUT to introduce the “Maximum Offering”). The Company to persons who may accept subscriptions for such period as required be interested in purchasing Shares and to sell advise the maximum amount Company in connection with the structure, terms and conditions of the SecuritiesOffering. As consideration for its services, CEUT will receive, among other things, on the Closing date (i) cash commission equal to 4 1/2% of the aggregate capital raised from the sale of Common Stock, plus $25,000 to cover counsel fees and other expenses. CEUT did not prepare any of the information to be delivered to prospective investors in connection with the Offering and does not make any representation or warranty concerning the accuracy or completeness of such shorter period if required by applicable law (information. Prospective investors are advised to conduct their own review of the “Termination Date”). Providing that subscriptions for $5,000,000 business, properties and affairs of Securities are received (the “Minimum Offering”), the Company may elect at any time before subscribing to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)purchase Shares. (e) In the event of rejection of The undersigned may not withdraw this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, amount paid pursuant thereto except for Section 5 hereof, which shall remain in force and effectas otherwise provided below.

Subscription. (a) The undersigned (“the "Subscriber”) "), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (the “Securities”)purchase, of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon subject to the terms and conditions set forth hereinbelow, the number of shares (the "Company Shares") of common stock, no par value per share ("Company Common Stock"), of RCH Holdings, Inc., a Texas corporation ("RCH Holdings"), specified on the signature page hereof. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement Subscriber's subscription for the Company Shares is being made in connection with the reorganization and recapitalization of RCH Holdings (the "Reorganization and Recapitalization"), pursuant to which all of the shareholders of RCH Holdings, including the Subscriber (assuming the Subscriber purchases the Shares), will become stockholders of Allied Riser Communications Holdings, Inc., a Delaware corporation and successor-in-interest to substantially all of the assets and liabilities of RCH Holdings ("ARC Holdings"). Such reorganization and recapitalization is more fully described in the Proxy Statement attached as Appendix A (the "Proxy Statement"). If the Subscriber is already a holder of Company Common Stock and is not subscribing for shares of Company Common Stock hereby, the Subscriber's execution of this Subscription Agreement is being provided for the benefit of the Company and ARC Holdings in connection with the Reorganization and Recapitalization. In connection with the Reorganization and Recapitalization, shareholders of RCH Holdings will become stockholders of ARC Holdings and as such will be required to enter into a stockholders' agreement (the "Stockholders' Agreement"), a copy of which is attached as Exhibit 2.2 Appendix B. The Subscriber hereby tenders to RCH Holdings the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale following: (the “Offering Statement”a) a fully completed and executed copy of this Subscription Agreement (this "Agreement").; (b) By executing a fully executed copy of the Stockholders' Agreement; and (c) payment in full (by personal or cashier's check, payable to the order of RCH Holdings, Inc.) for the Company Shares, which payment (the "Funds") shall be in an amount equal to $.0001 multiplied by the number of Company Shares set forth on the signature page hereof, rounded up to the nearest $. 01. Tender of a fully completed and executed copy of this Subscription Agreement, the executed Stockholders' Agreement and the Funds shall be by delivery of the same to the Company at the address shown above. The Subscriber acknowledges that Subscriber has received RCH Holdings reserves the right, in its sole and absolute discretion, to reject this Subscription Agreementsubscription, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at for any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejectedreason. If Subscriber’s this subscription is rejected, this Agreement and the Stockholders' Agreement shall, with respect to the Subscriber’s payment , be null and void and all Funds paid by the Subscriber shall be returned by RCH Holdings as soon as practicable. The Subscriber`s signature hereon constitutes an irrevocable subscription to purchase the Company Shares specified on the signature page. Upon the acceptance of this Agreement by RCH Holdings, a fully executed copy of this Agreement, together with a fully executed copy of the Stockholders' Agreement (or portion thereof if partially rejectedwithout attachments) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior furnished to the Termination Date (each a “Closing Date”)Subscriber. (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (individually and/or collectively, the “SubscriberParticipant”) hereby irrevocably subscribes for and agrees applies to purchase Units composed of (i) one share of Common Stock (the “Common Stock” or the “Shares”) of Generation Hemp, Inc., a Colorado corporation (the “Company”), and (ii) one warrant exercisable for one share of Common Stock (the “Warrant(s)”), in accordance with the terms and conditions of this Subscription Agreement (this “Subscription”) and form of Warrant which is attached as Exhibit A hereto, at a purchase price (the “Offering Price”) of $__0.40 per Unit (collectively the “Units”). This Subscription is one of several Subscriptions to be entered into by and between the Company and Participants, pursuant to which the Company will raise up to $10,000,000 or such greater amount as the Company’s Board of Directors may so determine without notice or consent by any prior or future Participants (the “Offering”). The Participant acknowledges and understands that the Offering of the Units is being made without registration of the Units, the Common Stock, the Warrant or the Common Stock for which the Warrant is exercisable, under the Securities Act of 1933, as amended (the “Securities Act”), or any securities “blue sky” or other similar laws of any state. (b) Before this Subscription is considered, the Participant must complete, execute and deliver to the Company the following: (i) This Subscription; (ii) The Form of Warrant attached hereto as Exhibit A; (iii) The Certificate of Accredited Investor Status, attached hereto as Exhibit B; and (iv) The Participant’s check in the amount of $__________ in membership interests (the “Securities”), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $____exchange for _________ (the “Purchase Price”)Units purchased, upon the terms and conditions set forth herein. The rights, preferences and privileges related or wire transfer sent to the Securities are set forth Company in the Operating Agreement for accordance with wire transfer instructions which the Company which is attached as Exhibit 2.2 to will provide at the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy request of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating AgreementParticipant. (c) This Subscription is irrevocable by the Participant. (d) This Subscription is not transferable or assignable by the Participant. (e) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company at in its sole discretiondiscretion prior to the applicable Closing (as defined in Section 1(g) hereof), regardless of whether Participant’s funds have theretofore been deposited by the Company,. Participant’s execution and delivery of this Subscription will not constitute an agreement between the undersigned and the Company until this Agreement has been accepted and executed by the Company. In addition, the event this Subscription is rejected by the Company, all funds and documents tendered by the Participant shall be returned and the parties' obligations hereunder, shall terminate. Participant’s Initials 1 Generation Hemp, Inc. (f) Each Participant shall be issued at its sole discretion, may allocate Closing a two-year Warrant in substantially the form attached hereto as Exhibit A to Subscriber only a portion acquire up to that number of additional shares of Common Stock equal to one hundred percent (100%) of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed Shares purchased by such Participant and exercisable only for a cash Purchase Price of $50,000,000 0.40 per share (the shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrant collectively are referred to herein as the “Maximum OfferingWarrant Shares”). The Company may accept subscriptions for such period Shares, the Warrant and the Warrant Shares collectively are referred to herein as required to sell the maximum amount “Securities”. (g) The sale of the Securities, Units will take place in one or such shorter period if required by applicable law more closings (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all Closing” or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In , the event first of rejection which is scheduled to close on or about February 18, 2020, subject to the satisfaction of all parties hereto of their obligations herein. The minimum investment amount shall be $50,000 by each Participant in the Offering, although the Company may waive this subscription minimum in its entiretysole discretion and accept lesser investment amounts from Participants. The minimum Offering size shall be for 1,000,000 Units (the “Minimum Offering Amount”), and the maximum Offering size shall be for 25,000,000 Units. The Closing will not occur until the Minimum Offering Amount has been raised. All amounts paid by Participant shall be deposited prior to the Closing in the escrow account maintained by the Escrow Agent, and may be immediately drawn upon at each Closing. Participant acknowledges and agrees that their subscription is irrevocable and binding on the part of the Participant and that once the funds have been tendered, the Company may conduct a Closing without any consent or notice to the Participant. Once a Closing has occurred, the subscribed funds will become assets of the Company and will be available for use by the Company as described herein. Notwithstanding any other term or provision hereof, in the event the sale Closing does not occur by March 31, 2020, the Company shall have the right in its sole discretion to terminate the Offering and return all funds provided by the Participant in connection with its subscription hereunder to the Participant. (h) The Company plans to use the proceeds from the Offering for acquisitions, capital expenditures, and general working capital purposes. (i) Participant hereby agrees not to, and will cause its affiliates not to, enter into any “put equivalent position” as such term is defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Short Sale (as defined below) position (a) with respect to the Securities; or (b) with respect to the Company’s Common Stock, prior to the exercise in full of the Securities (Warrants by the Participant, or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectexpiration of the Warrants held by the Participant.

Subscription. If any Manager defaults in its obligations to subscribe or purchase any amount of Securities, or if the Lead Manager in its absolute discretion believes that any Manager will so default: (a1) The undersigned the Lead Manager may require each non‑defaulting Manager who has agreed to subscribe or purchase Securities in a principal amount that is less than its Commitment, to subscribe or purchase additional Securities, but so that no non‑defaulting Manager shall, under this paragraph (“Subscriber”1) hereby irrevocably subscribes for and agrees be obliged to subscribe or purchase $____________ a principal amount of Securities in membership interests (excess of its Commitment. In exercising its rights under this paragraph, the “Securities”), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related Lead Manager shall allocate Securities to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant non‑defaulting Managers to which the Securities are being offered for sale paragraph applies in proportion to their Commitments, subject to paragraphs (the “Offering Statement”3) and (4). (b2) By executing if any Securities remain to be subscribed or purchased after the application of paragraph (1) the Lead Manager may require the non‑defaulting Managers to subscribe or purchase such Securities in proportion to their Commitments, but so that no non‑defaulting Manager shall, under this Subscription Agreementparagraph (2), Subscriber acknowledges that Subscriber has received this Subscription Agreement, be obliged to subscribe or purchase a copy principal amount of Securities in excess of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition Additional Percentage of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreementits Commitment. (c3) This Subscription the Lead Manager may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of adjust the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether it requires any Manager to subscribe or purchase under this subscription Clause up or down to such extent as it may deem expedient and equitable so as to ensure that no Manager is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount subscribe or pay for a fraction of the Securitiesany Security, or such shorter period if required by applicable law and in doing so may disregard any limitation contained in paragraph (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”2). (e4) In as an alternative and/or in addition to paragraphs (1) and/or (2), the event of rejection of this subscription Lead Manager may, in its entiretyabsolute discretion, subscribe or in purchase any Securities to which this Clause applies and/or offer them to any person (whether or not a Manager) or retain them for its/their own account. Any Securities to which this Clause relates will be subscribed or purchased at the event Issue Price (unless the sale only subscriber or purchaser is the Lead Manager and it determines otherwise). A Manager who subscribes or purchases Securities of a defaulting Manager is entitled to receive its pro rata share of the Securities Combined Commission payable to such Manager (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain subject to adjustment in force and effectaccordance with Clause 6(b)).

Subscription. (a) 1.1 The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests the number of shares (the “Securities”"Shares") of common stock, par value $.001 per share (the "Common Stock"), of Rock Fund VII-AVSI Enterprises, LLCInc., a Delaware limited liability company corporation (the “"Company”"), indicated on the signature page attached hereto at a the purchase price per Share set forth on such signature page (the "Purchase Price"). The undersigned has made payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the purchase price of $_____________ the Shares for which the undersigned is subscribing (the “Purchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”"Payment"). 1.2 The undersigned understands that it will not earn interest on any funds held by the Company prior to the date of closing of the Offering. The Company may hold an initial closing of the Offering (bthe "Initial Closing") By executing at any time. The date of the Initial Closing is hereinafter referred to as the "Initial Closing Date." The Company may hold additional interim closings after the Initial Closing. Any such interim closings are each hereinafter referred to as an "Additional Closing" and shall occur on one or more dates each hereinafter referred to as an "Additional Closing Date." The Initial Closing Date and the Additional Closing Dates are each hereinafter sometimes referred to as a "Closing Date." Upon receipt by the Company of the requisite payment for all Shares to be purchased by the subscribers whose subscriptions are accepted (each, a "Subscriber") at the Initial Closing or any Additional Closing, as applicable, and subject to the satisfaction of certain conditions, the Shares so purchased will be issued in the name of each such Subscriber, and the name of such Subscriber will be registered on the stock transfer books of the Company as the record owner of such Shares. The Company will issue to each Subscriber a stock certificate for the Shares purchased. 1.3 The undersigned hereby agrees to be bound hereby upon (i) execution and delivery to the Company, of the signature page to this Subscription Agreement and (ii) acceptance on the Initial Closing Date or an Additional Closing Date, as the case may be, by the Company of the undersigned's subscription (the "Subscription"). 1.4 The undersigned agrees that the Company may, in its sole and absolute discretion, reduce the undersigned's subscription to any number of shares of Common Stock that in the aggregate does not exceed the number of Shares of Common Stock hereby applied for without any prior notice to or further consent by the undersigned. The undersigned hereby irrevocably constitutes and appoints the Company and each officer of the Company, each of the foregoing acting singularly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in the undersigned's name, place and stead to amend this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreementincluding, a copy in each case, the undersigned's signature page thereto, to effect any of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance foregoing provisions of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating AgreementSection 1.4. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (the “Securities”), of Rock Fund VII-A, LLCArk7 Properties Plus LLC - Series #[_________], a registered series of a Delaware series limited liability company company, (the “Company”), at a purchase price of $[_____________ ] per membership interest (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to rights of the Securities membership interest are as set forth in the Operating Agreement for of Ark7 Properties Plus LLC and the Company which is attached respective series designation, filed as Exhibit 2.2 to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______, 2022] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become becomes a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 [________] (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell until the maximum amount termination of the Securities, or such shorter period if required by applicable law Offering in accordance with its terms (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”)There is no minimum offering condition, and the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Security Interests (the “Securities”), of Rock Fund VII-AAmpere Technologies CF SPV, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon the terms and conditions set forth herein. The rightsCompany is serving as a “crowdfunding vehicle” as defined under Rule 3a-9 of the Investment Company Act of 1940, preferences and privileges related as amended, for securities to be acquired from Ampere Technologies, Inc., a Delaware corporation (the “Crowdfunding Issuer”). The Securities being subscribed for under this Subscription Agreement constitute limited liability company membership interests of the Company which relate to securities issued by the Crowdfunding Issuer on a one-to-one basis. The rights of the Securities are as set forth in the Operating Agreement for of the Company which is attached as Exhibit 2.2 to and any description of the Securities that appears in the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”)Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, Statement of the Company and Crowdfunding Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become becomes a party to the Operating Agreement. (c) Subscriber understands that the Crowdfunding Issuer, as Manager of the Company, will make all decisions for the Company even through the Subscriber’s investment is not made with the Crowdfunding Issuer. (d) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number value of Securities sold shall not exceed $50,000,000 124,000 (the “Maximum Oversubscription Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securitiesuntil April [4], or such shorter period if required by applicable law 2024 (the “Termination Date”). Providing that subscriptions for $5,000,000 25,000 worth of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions provided for herein, the Subscriber hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (from SBEA, and SBEA hereby irrevocably agrees to issue and sell to the “Securities”)Subscriber, the number of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon the terms and conditions Shares set forth herein. The rights, preferences and privileges related to on the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing signature page of this Subscription Agreement; provided, Subscriber acknowledges that Subscriber has received this Subscription Agreementthat, a copy of in the Offering Statement, and any other information required by event the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the CompanyAggregate Redemption Amount (as defined below) exceeds $100,000,000, the Subscriber shall be deemed to have readpurchase from SBEA, understood, executed, accepted and become a party SBEA will sell to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in partSubscriber, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate an additional number of Securities sold shall not exceed $50,000,000 Shares (the “Backstop Shares”) equal to the quotient of (i) the lesser of (x) the Maximum Offering”). The Company may accept subscriptions for such period as required to sell Additional Subscription Amount set forth on the maximum amount Subscriber’s signature page hereto and (y) the product of (1) the Backstop Percentage set forth on the Subscriber’s signature page hereto and (2) the excess of the SecuritiesAggregate Redemption Amount over $100,000,000, or such shorter period if required divided by applicable law (ii) $10.00. As used in this Subscription Agreement (unless the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”context otherwise requires), (i) “Aggregate Redemption Amount” shall refer to the Company may elect at any time to close aggregate amount payable in respect of all or any portion shares of this offering, on various dates at or Class A Common Stock validly submitted for redemption by the holders thereof (which redemptions are not revoked prior to the Termination Date distribution of the Closing Notice), with each share redeemed at a per-share price equal to a pro rata share of the aggregate amount on deposit in SBEA’s trust account (each a “Closing Date”). (e) In including any interest earned on the event of rejection of this subscription in its entirety, or funds held in the event trust account), (ii) “Shares” shall refer to the sale number of shares of Class C Common Stock set forth on the Subscriber’s signature page hereto, as increased by the number of Backstop Shares, if any, and (iii) “Subscription Amount” shall refer to the Minimum Subscription Amount set forth on the Subscriber’s signature page hereto, as increased by the amount equal to the product of the Securities number of Backstop Shares, if any, and $10.00, in each case of clauses (or any portion thereofii) is not consummated for any reasonand (iii), after giving effect to rounding to eliminate the issuance of partial shares of Class C Common Stock. For the avoidance of doubt, the total amount to be funded by the Subscriber under this Subscription Agreement shall have no force not exceed the sum of the Minimum Subscription Amount and the Maximum Additional Subscription Amount, each as set forth on the Subscriber’s signature page hereto. The Subscriber acknowledges and agrees that the Subscriber’s subscription for the Shares shall be deemed to be accepted by SBEA only if and when this Subscription Agreement is signed by a duly authorized person by or effect, except for Section 5 hereof, which shall remain on behalf of SBEA; SBEA may do so in force and effectcounterpart form.

Subscription. (a) The undersigned (“Subscriber”) 1.1 On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (the “Securities”), such number of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), Shares as is set forth on page 2 of this Agreement at a purchase price of $_____________ 1.00 per Share for the Subscription Amount shown on page 2 of this Agreement, which is tendered herewith (such subscription and agreement to purchase being the “Purchase Price”"Subscription"), and the Issuer agrees to sell the Shares to the Subscriber, effective upon the terms and conditions set forth herein. Issuer's acceptance of this Agreement. 1.2 The rights, preferences and privileges related Shares are subject to the Securities are rights and restrictions as set forth in Exhibit E. The Shares will be convertible into units of the Operating Agreement Issuer (each, a "Unit") at the conversion price per Unit as set forth in Exhibit E. Each Unit is comprised of one share of common stock in the capital of the Issuer (each, a "Common Share") and one-half of one common stock purchase warrant (each whole common stock purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Common Share (each, a "Warrant Share") at a price equal to the warrant exercise price per Warrant Share as set forth in Exhibit E. The Shares, the Common Shares issuable on conversion of the Shares, the Warrants, the Warrant Shares and the Commitment Shares (as defined below) are referred to herein as the "Securities". 1.3 In consideration for the Company which is attached as Exhibit 2.2 Subscriber's execution and delivery of this Agreement, the Issuer shall issue the Subscriber ♦ Common Shares (the "Commitment Shares") at a deemed price of $0.25 per Commitment Share. 1.4 The Subscriber acknowledges that the Shares have been offered to the Offering Statement filed with Subscriber as part of an offering by the SEC, pursuant Issuer of additional Shares to which the Securities are being offered for sale other subscribers (the “Offering Statement”"Offering"). (b) By executing 1.5 All dollar amounts referred to in this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy Agreement are in lawful money of the Offering StatementUnited States of America, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreementunless otherwise indicated. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Series A Preferred Stock (the “Securities”), of Rock Fund VII-AGolfSuites 4, LLCInc., a Delaware limited liability company Corporation (the “Company”), at a purchase price of $_____________ 5 per share (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, minimum subscription is $500. The Series A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Series A Preferred Stock are also referred to as the “Securities.” The rights and preferences and privileges related to of the Securities Series A Preferred Stock are as set forth in the Operating Agreement for the Company which is attached Certificate of Incorporation included as Exhibit 2.2 2.1 to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law Maximum Offering (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) Subject to the terms and conditions hereof, the Investor hereby irrevocably subscribes for and agrees to purchase from the Company the number of shares of common stock, par value $____________ in membership interests 0.00001 per share (the “SecuritiesCommon Stock”), of Rock Fund VII-A, LLC, a Delaware limited liability company the Company set forth on the signature page attached hereto (the “CompanyShares”), and the Company agrees to sell such Shares to the Investor at a purchase price of $_____________ 1.00 per Share for the total amount set forth on the signature page attached hereto (the “Purchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related subject to the Securities are set forth in Company’s right to sell to the Operating Agreement for Investor such lesser number of Shares as the Company may, in its sole discretion, deem necessary or desirable. b) The Shares are being offered pursuant to that Offering Circular, dated May 12, 2016 (the “Offering Circular”), which is attached as Exhibit 2.2 to forms a part of the Offering Statement filed with the SECon Form 1-A, pursuant to which the Securities are being offered for sale qualified on May 12, 2016 (SEC File No. 024-10541) (the “Offering Statement”) by the Securities and Exchange Commission (the “SEC”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a . A copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party Circular has been delivered to the Operating Agreement. By executing Investor. c) Contemporaneously with the execution and delivery of this Agreement, and upon acceptance of the Investor shall pay the Purchase Price for the Shares by check made payable to “GreenKissNY Inc.”, or wire transfer in accordance with the instructions set forth on Appendix A hereto; d) This subscription by the Company, the Subscriber shall be deemed to have readbe accepted only when this Agreement has been signed by an authorized officer or agent of the Company (such time, understood, executed, accepted a “Closing”) and become a party the Company shall provide written notice to the Operating Agreement.Investor upon acceptance or rejection of such as soon as practicable after receipt by the Company; e) Within ninety (c90) This Subscription may days of the final Closing of the offering of shares of Common Stock, the Company will deliver stock certificates attributable to the Shares purchased directly to the Investor; f) The Company shall have the right to reject this subscription, in whole or in part; and g) The payment of the Purchase Price (or, in the case of rejection of a portion of the Investor’s subscription, the part of the payment relating to such rejected portion) will be accepted returned promptly, without interest or deduction, if the Investor’s subscription is rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether part or if this subscription offering is accepted (whether in whole withdrawn or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminatecanceled. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“hereinafter referred to as the "Subscriber”") hereby irrevocably subscribes for the number of Shares set forth on the signature pages hereof (Page 8 for an individual and agrees to purchase $____________ in membership interests (the “Securities”joint purchasers and pages 9 and 11 for Corporations, Trusts and Partnerships), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a . The entire purchase price of $_____________ (the “Purchase Price”), is due and payable upon the terms execution of this Agreement and conditions set forth hereinshall be paid by cash and/or promissory note, and/or a combination thereof. The rights, preferences and privileges related Checks should be make payable to the Securities are set forth in order of "Bondx & Xchlxxx XXX, as Escrow Agent for Enviro Industrial Technologies, Inc." The Company shall have the Operating Agreement for the Company which is attached as Exhibit 2.2 right to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of reject this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In additionorder to participate in this offering, prospective investors are required to complete, sign and return to Bondx & Xchloss LLP, counsel for the Company, at its sole discretion6 Eaxx 00xx Xxxxxx, may allocate to Subscriber only a portion 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtn: Geraxx X. Xxxxx, (x) two signed copies of the amount Subscription Agreement and all other documents required to be executed in connection with the issuance of Securities Subscriber has subscribed forthe Shares, (the "Subscription Documents") and (ii) payment to "Bondx & Xchloss as Escrow Agent for Enviro Industrial Technologies, Inc." in accordance with the terms set forth on the signature page hereof. The Company undersigned acknowledges that the Shares being purchased hereunder will notify Subscriber whether this subscription is accepted (whether not be registered under the Act, or the securities laws of any State, that absent an exemption from 2 registration contained in whole or in part) or rejected. If Subscriber’s subscription is rejectedthose laws, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest the issuance and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount sale of the SecuritiesShares would require registration, or and that the Company's reliance upon any such shorter period if required exemption is invariably based upon the undersigned's representations, warranties, and agreements contained in this Subscription Agreement. Subject to receipt of the Subscription Documents, payment for the amount indicated herein and acceptance by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”)Company thereof, the Company may elect will issue the Shares in the name of each accepted Subscriber and forward them to the Subscriber at any time to close all or any portion the Subscriber's address appearing on the signature page of this offeringSubscription Agreement. Upon acceptance of each Subscription Agreement by the Company, on various dates at or prior to Bondx & Xchlxxx XXX, will forward the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, proceeds underlying this Subscription Agreement shall have no force or effect, except to the Company and make arrangements for Section 5 hereof, which shall remain in force and effectthe issuance of the Shares. All proceeds of the Offering will be used for working capital.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Class A Profits Units (the “Securities”), of Rock Fund VII-AOneDoor Studios Entertainment Properties Series Calculated Sequels, a Series of OneDoor Studios Entertainment Properties LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ 100.00 per Class A Profits Unit (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, minimum subscription is $100.00. The rights and preferences and privileges related to of the Securities are as set forth in the Amended and Restated Series Limited Liability Company Agreement of the Company, dated January 6, 2023 (the “Operating Agreement”), the Amended and Restated Series Agreement for of the Company Series, dated January 6, 2023 (the “Series Agreement”), and the Series Designation of the Series (the “Series Designation”), each of which is attached filed as Exhibit 2.2 an exhibit to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. 024-11836), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of Effective upon the Company’s acceptance of this subscription that Subscriber become a party to the Operating Subscription Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed a Profits Member of the Company, and the Subscriber agrees to have readadhere to and be bound by, understood, executed, accepted the terms and become conditions of each of the Operating Agreement and the Series Agreement as if the Subscriber were a party to it (and grants to the Manager the power of attorney described in the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 150,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell until the maximum amount termination of the Securities, or such shorter period if required by applicable law Offering in accordance with its terms (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests the number of units (the “SecuritiesUnits”)) of Elegance Brands, of Rock Fund VII-A, LLC, a Delaware limited liability company Inc. (the “Company”), pursuant to the Company’s Regulation A+ offering (the “Offering”), at a price of US$0.50 per Unit, for the aggregate purchase price (the “Purchase Price”) set forth on the signature page to this Agreement. Each Unit consists of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), and a warrant (a “Warrant”) to purchase one-half of one share of Common Stock (with each whole share underlying such warrants being a “Warrant Share”) at an exercise price of US$0.75 per Warrant Share. Each Warrant shall be exercisable for a period of eighteen (18) months following the termination of the Offering, pursuant to the terms contained in the form of Warrant attached hereto as Annex A (the “Warrant Certificate”). The Units, the Common Stock, the Warrants and the Warrant Shares are referred to herein as the “Securities.” (b) Subscriber understands that the Securities are being offered pursuant to the Company’s Regulation A+ Offering Circular, originally qualified by the SEC on December 31, 2018, as later supplemented on August 26, 2019 and October 7, 2019, and which was subsequently refiled as a new offering circular (SEC File No. [ ]) on April [ ], 2020 and requalified by the SEC on _____________ (the “Purchase Price”)______________, upon the terms and conditions set forth herein2020. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to part of the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) . By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and the Offering Statement, including the exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell until the earlier of (i) [December 31, 2020], unless the Offering is extended by the Company in its sole discretion in accordance with applicable SEC regulations or (ii) until the maximum amount of 57,000,000 Units are sold in the SecuritiesOffering (together, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offeringOffering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Common Stock (the “Securities”), of Rock Fund VII-A, LLCLegion Works, a Delaware limited liability company corporation (the “Company”), at a purchase price of $2.50 per share (the “Per Security Price”) with a minimum purchase of 400 shares or $1,000 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Purchase PriceOffering Circular”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which SEC as part of the Securities are being offered for sale (the “Offering Statement”). (b) Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 11,400,000 Units (the “Maximum Offeringmaximum number of Units”). The Company may accept subscriptions for such period as required to sell until _____________________________, unless the maximum amount earliest of extended by the Securities, or such shorter period if required by Company in its sole discretion in accordance with applicable law SEC regulations (the “Termination Date”)) or until the maximum number of shares under the Offering are sold. Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests the Series A Preferred Stock (the “Securities”), of Rock Fund VII-AFuture Labs V, LLCInc. d/b/a Graze Mowing, a Delaware limited liability company corporation (the “Company”), at a purchase price of $_____________ 5.80 per share (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rightsminimum subscription is $997.60 representing 172 shares of the Company. Investors participating in the SeedInvest Auto Invest program have a lower minimum subscription of $197.20, representing 34 shares of the Company. The Series A Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Conversion Shares”), issuable upon conversion/exercise of the Series A Preferred Stock are also referred to as the “Securities.” The rights and preferences and privileges related to of the Securities Series A Preferred Stock are as set forth in the Operating Agreement for the Company which is attached Company’ Amended and Restated Certificate of Incorporation included as Exhibit 2.2 an exhibit to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 1,724,138 (the “Maximum Offering”). The Company may accept subscriptions for such period as required until (i) the date the Maximum Offering has been sold to sell investors; (ii) 12 months after qualification by the maximum amount of the SecuritiesSEC, or such shorter period if required (iii) the date at which the offering is earlier terminated by applicable law the Company in its sole discretion (the “Termination Date”). Providing that subscriptions for $5,000,000 of 344,828 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and Buyer agrees to purchase $buy and the Seller agrees to sell and issue to Buyer ______________ in membership interests shares of common stock, $.001 par value per share (the “SecuritiesCommon Stock”), of Rock Fund VII-A, LLC, a Delaware limited liability company the Seller (the “CompanyShares”) for a purchase price per Share of $6.75 (the “Purchase Price”), at a purchase price for an aggregate of $_____________ (the “Aggregate Purchase Price”), upon together with warrants to purchase ____________ shares of Common Stock (the “Warrants”), at an exercise price of $8.45 per share, subject to the terms and conditions set forth herein. therein in the form attached hereto as Exhibit A. The rights, preferences shares of Common Stock and privileges related Warrants to be issued to the Securities Buyer are set forth in the Operating Agreement for the Company which is attached hereinafter referred to as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering StatementSecurities”). (b) By executing this Subscription AgreementThe Securities and the shares of Common Stock underlying the Warrants (the "Warrant Shares") have been registered on a Form S-3, Subscriber acknowledges that Subscriber has received this Subscription AgreementFile No. 333-143454, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 which registration statement (the “Maximum OfferingRegistration Statement”). The Company may accept subscriptions for ) has been declared effective by the Securities and Exchange Commission, has remained effective since such period as required to sell date and is effective on the maximum amount of the Securitiesdate hereof. c) On November 6, or such shorter period if required by applicable law 2007 (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”), subject to receipt by Tri-State Title (the “Escrow Agent”) of the Aggregate Purchase Price, Seller shall authorize Corporate Stock Transfer, Inc. (the “Transfer Agent”) to register the Securities in the name or names as designated by Buyer and to deliver such Securities by courier to the address designated by Buyer (the “Delivery Instructions”), in each case as set forth on the signature page hereto. The Securities delivered on the Closing Date shall be unlegended and free of any resale restrictions. Prior to the Closing Date, the Buyer shall wire the Aggregate Purchase Price to the Escrow Agent to hold in escrow pursuant to the wire instructions set forth on the signature page hereto. d) Seller shall be entitled to receive the Aggregate Purchase Price from the Escrow Agent only after the Escrow Agent has received written confirmation (ewhich confirmation may be electronic) In from Buyer (the “Confirmation”) that (i) Buyer has received the unlegended Securities from the Seller in accordance with the Delivery Instructions and (ii) if such Securities have been delivered to Buyer’s prime broker for deposit (the “Deposit”) with The Depository Trust Company (“DTC”), that such Securities have been so deposited. Buyer shall use commercially reasonable efforts to provide the Confirmation to the Escrow Agent as promptly as practicable, but in no event of rejection of this subscription in its entiretylater than three business days, or in after receipt and, if applicable, the event the sale Deposit of the unlegended Securities (or any portion thereofthe “Confirmation Date”). If (i) is by 5:00 pm, New York time, on the Confirmation Date, the Confirmation has not consummated for any reasonbeen received by Seller and Buyer has not unreasonably objected in writing to Seller as to the form and substance of the delivery of the unlegended Securities and (ii) Seller has otherwise received written notice from the courier service that delivery has been effected in accordance with Delivery Instructions, this Subscription Agreement then Seller and the Placement Agent shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectbe entitled to instruct the Escrow Agent to release the applicable Aggregate Purchase Price.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Common Stock (the “Securities”), of Rock Fund VII-AStartEngine Crowdfunding, LLCInc., a Delaware limited liability company Corporation (the “Company”), at a purchase price of $_____________ 10 per share of Common Stock (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rightsminimum subscription is $500. If subscription is paid in Bitcoin, preferences Ether, or other cryptocurrency, the minimum will be valued on a Closing Date (as hereinafter defined) using the exchange rate in effect at time of day and privileges related to on the Securities exchange provided in the Offering Materials. The rights of the Common Stock are as set forth in Third Amended and Restated Certificate of Incorporation and Bylaws included in the Operating Agreement for the Company which is attached as Exhibit 2.2 Exhibits to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [___________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 1,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [_______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law Maximum Offering (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in the membership interests also referred to as non-voting Equity Shares (the “Securities”), of Rock Fund VII-A, REI Capital Growth LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the 10.00 per Equity Share(the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, minimum subscription is 50shares of the Equity Shares or $500. The rights and preferences and privileges related to of the Securities Equity Shares are as set forth in the Company’s Limited Liability Company Operating Agreement for (the Company which is attached “Operating Agreement”) and Certificate of Formation included as Exhibit exhibits 2.1 and 2.2 to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No.024-12441), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become becomes a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Limited Liability Company Operating Agreement. (c) This By subscribing to the Offering and executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) hereby joins as a party that is designated (a) as a “Shareholder” under the Limited Liability Company Operating Agreement, in substantially the form attached hereto as Exhibit A (the “Operating Agreement”). Any notice required or permitted to be given to the Subscriber under the Stockholders’ Agreement shall be given to Subscriber at the address provided with the Subscriber’s subscription. Subscriber confirms that Subscriber has reviewed the Operating Agreement and will be bound by the terms thereof as a party who is designated as a “Shareholder” under the Operating Agreement. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed $50,000,000 75,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell until the maximum amount termination of the Securities, or such shorter period if required by applicable law Offering in accordance with its terms (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.

Subscription. (a) The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests shares (the “SecuritiesShares”) of Series S Preferred Stock (the “Series S Preferred Stock”), par value $0.001 per share, of Rock Fund VII-AKnightscope, LLCInc., a Delaware limited liability company corporation (the “Company”), which shares of Series S Preferred Stock are convertible into shares of Class A Common Stock of the Company, par value $0.001 per share (the “Class A Common Stock”). Such purchases shall be made at a purchase price of $_____________ 10.00 per share of Series S Preferred Stock (the “Purchase Per Security Price”), rounded down to the nearest whole share based on Subscriber’s subscription amount, upon the terms and conditions set forth herein. The rights, minimum purchase that may be made by any Subscriber shall be $500. Subscriptions for investment below the minimum investment may be accepted at the discretion of the Platform and the Company. The purchase price of each Share is payable in the manner provided in Section 2(a) below. The Shares being subscribed for under this Subscription Agreement and the Class A Common Stock issuable upon the conversion of the shares of Series S Preferred Stock subscribed for herein are sometimes referred to herein as the “Securities.” The rights and preferences and privileges related to of the Securities are as set forth in the Operating Agreement for Amended and Restated Certificate of Incorporation of the Company which is attached as Exhibit 2.2 Company, available in the Exhibits to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _____, 2020 (the “Offering Circular”), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, and reviewed a copy of the Offering Statement, Circular and Offering Statement and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party decision with respect to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating AgreementSecurities. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities the Shares that Subscriber has subscribed forto purchase hereunder. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities shares of Series S Preferred Stock that may be sold by the Company in this offering shall not exceed $50,000,000 3,000,000 shares (the “Maximum OfferingShares”). The There is no minimum required offering amount and the Company may accept subscriptions for such period as required to sell until the maximum amount termination of the Securities, or such shorter period if required by applicable law Offering in accordance with its terms (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, offering on various dates at or prior to the Termination Date (each a “Closing DateClosing”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Series A Preferred Stock (the “Securities”), of Rock Fund VII-AGolfSuites 2, LLCInc., a Delaware limited liability company Corporation (the “Company”), at a purchase price of $_____________ 5 per share (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, minimum subscription is $500. The Series A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Series A Preferred Stock are also referred to as the “Securities.” The rights and preferences and privileges related to of the Securities Series A Preferred Stock are as set forth in the Operating Agreement for the Company which is attached Certificate of Incorporation included as Exhibit 2.2 2.1 to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law Maximum Offering (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (the “Securities”), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), Shares upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement aggregate purchase price for the Company which is attached as Exhibit 2.2 Shares with respect to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale each Subscriber (the “Offering StatementPurchase Price”)) is payable in the manner provided in Section 2 below. (b) The Subscriber understands that the Shares are being offered pursuant to the Company’s Offering Circular, dated January 8, 2020, and its exhibits (collectively, the “Offering Circular”) as filed with the SEC. By executing this Subscription Agreementsubscribing to the Offering, the Subscriber acknowledges that the Subscriber has received this Subscription Agreement, and reviewed a copy of the Offering Statement, Circular and any other information required by the Subscriber to make an investment decisiondecision with respect to the Shares. It is After the Offering Circular has been qualified by the SEC, The Bryn Mawr Trust Company of Delaware, appointed by the Company as escrow agent for the Offering (the “Escrow Agent”), will accept tenders of funds to purchase the Shares. The Company will close on investments on a condition “rolling basis,” pursuant to the terms of the Company’s acceptance of this subscription that Subscriber become Offering Circular. As a party to result, not all investors will receive their Shares on the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreementsame date. (c) This Subscription subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to a Closing Date (as hereinafter defined)the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to the Subscriber only a portion of the amount number of Securities the Shares that the Subscriber has subscribed forfor hereunder. The Company will notify the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If the Subscriber’s subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to the Subscriber without interest and all of the Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect, and investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom. (d) The Company may close on investments on a “rolling” basis at its discretion. Funds will remain in escrow until a Closing has occurred. Upon a Closing, the Escrow Agent will release the funds to the Company. In the event that the Offering does not close by the Termination Date, any funds tendered will be promptly returned by the Escrow Agent, without interest or deduction.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Common Stock (the “Securities”), of Rock Fund VII-AOi2Go Media Technologies, LLCInc., a Delaware limited liability company Florida corporation (the “Company”), at a purchase price of $10.00 per share (the “Per Security Price”) with a minimum purchase of 25 shares or $250 or higher subject to the discretionary of the manager (“Minimum Purchase,”) upon the terms and conditions set forth herein. The rights of the Common Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the company filed with the SEC (the “Offering Circular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______________________________ (the “Purchase PriceOffering Circular”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which SEC as part of the Securities are being offered for sale (the “Offering Statement”). (b) Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 5,000,000 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions for such period as required to sell until _____________________________, unless the maximum amount earliest of extended by the Securities, or such shorter period if required by Company in its sole discretion in accordance with applicable law SEC regulations (the “Termination Date”)) or until the maximum number of shares under the Offering are sold. Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, LA HOUGUE FINANCIAL MANAGEMENT LIMITED (a) The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ a convertible debenture (the “Debenture”) from the Company in membership interests the form attached to this Subscription Agreement as Exhibit “A” which is convertible into 178,572 units (the “Units”) at a conversion price per Unit of US$0.84 (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price of US$150,000 (the “Subscription Proceeds”). 1.2 Each Unit will consist of one common share in the capital of the Company (each, a “Share”) and one-half of one common share purchase warrant (each whole warrant being hereinafter referred to as a “Warrant”) subject to adjustment. Each Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock in the capital of the Company (each, a “Warrant Share”), as constituted at the date of the completion of the transactions contemplated in the Share Exchange Agreement dated November 2, 2005 between the Company, Skin Shoes, Inc. and all of the stockholders of Skin Shoes, Inc. (the “Share Exchange Agreement”), for a period of thirty-six months commencing from the Closing (as defined hereafter), at a price per Warrant Share of US$1.00. Certificate(s) representing the Warrants will be in the form attached as Exhibit “B”. The Debenture, Shares, Warrants and the Warrant Shares are referred to as the “Securities”), . 1.3 On the basis of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon representations and warranties and subject to the terms and conditions set forth herein. The rights, preferences and privileges related the Company hereby irrevocably agrees to sell the Debenture to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 Subscriber. 1.4 Subject to the Offering Statement filed with terms hereof, the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s will be effective upon its acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests the Common Stock (the “Securities”), of Rock Fund VII-ALIFT Aircraft, LLCInc., a Delaware limited liability company corporation (the “Company”), at a purchase price of $_____________ per share (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, minimum subscription is $___ representing _____ shares of the Company. The Common Stock being subscribed for under this Subscription Agreement is also referred to as the “Securities.” The rights and preferences and privileges related to of the Securities Common Stock are as set forth in the Operating Agreement for the Company which is attached Company’s Amended and Restated Certificate of Incorporation included as Exhibit 2.2 an exhibit to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 5(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (cd) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion, subject to the conditions set forth herein. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed $50,000,000 25,000,000, excluding Securities that may be issued as Bonus Shares, as defined in the Offering Circular (the “Maximum Offering”). The Company may accept subscriptions for such period as required until (i) the date the Maximum Offering has been sold to sell the maximum amount of the Securitiesinvestors, or such shorter period if required (ii) the date at which the offering is earlier terminated by applicable law the Company in its sole discretion (the “Termination Date”). Providing that subscriptions for $5,000,000 of 1,035,000 Securities are received (the “Minimum Offering”)) and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement (as defined below) shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (the “Securities”), of Rock Fund VII-A[SERIES NAME], a Series of Mansion Collection I LLC, a registered series of a Delaware series limited liability company company, (the “Company”), at a purchase price of $[_____________ ] per membership interest (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to rights of the Securities membership interest are as set forth in the Operating Agreement for of Mansion Collection I LLC and the Company which is attached respective series designation, filed as Exhibit 2.2 to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [______, 2023] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become becomes a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 [XXXX] (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell until the maximum amount termination of the Securities, or such shorter period if required by applicable law Offering in accordance with its terms (the “Termination Date”). Providing that subscriptions for $5,000,000 of XXXXXX Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Class A Common Stock (the “Securities”), of Rock Fund VII-A, LLCTo The Stars Academy of Arts and Science Inc., a Delaware limited liability company public benefit corporation (the “Company”), at a purchase price of $5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is _____. The rights of the Class A Common Stock are as set forth in the Amended and Restated Certificate of Incorporation and Bylaws in Exhibits 1 and 2 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ____________________ (the “Purchase PriceOffering Circular”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement ) filed with the SEC, pursuant to which SEC as part of the Securities are being offered for sale (the “Offering Statement”). (b) . By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 2,000,000 (the “Maximum Offering”). The Company may accept subscriptions until _________________, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law Maximum Offering (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $______________ Units, each Unit comprising one share of Common Stock of the Company and two warrants to purchase Common Stock of the Company on the terms set out in membership interests the Warrant attached hereto (the “Warrants” and together the “Securities”), of Rock Fund VII-A, LLCVirtual Communications Corporation, a Delaware limited liability company corporation incorporated in the state of Nevada (the “Company”), at a purchase price of $_____________ (the “Purchase Price”)per Unit, upon the terms and conditions set forth herein. The rights, preferences Common Stock being subscribed for under this Subscription Agreement and privileges related the Common Stock issuable upon exercise of the Warrants are also referred to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering StatementSecurities.”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and Statement of the Company filed with the SECand any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 ______________ (the “Maximum Offering”). The Company may accept subscriptions until _____________, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law Maximum Units (the “Termination Date”). Providing that subscriptions for $5,000,000 _________ Units of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (the “Securities”)from Nephros, of Rock Fund VII-A, LLCInc., a Delaware limited liability company corporation (the “Company”), at the principal amount of Series A 10% Secured Convertible Notes due 2008 (the “Notes”), of the Company, set forth on the signature page hereof (the “Subscription Amount”), for a purchase price of $_____________ (equal to the “Purchase Price”)Subscription Amount. The Company, upon intending to be legally bound, hereby accepts the foregoing subscription and agrees to sell and issue to the undersigned a Note having a principal amount equal to the Subscription Amount for a purchase price equal to the Subscription Amount. This subscription is made in accordance with and subject to the terms and conditions set forth hereindescribed in this Subscription Agreement (this “Agreement”). The rights, preferences and privileges related to terms of the Securities are Notes shall be substantially as set forth in the Operating Agreement for the Company which is form of Series A 10% Secured Convertible Note due 2008 attached hereto as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale A (the “Offering StatementForm of Note”). (b) By executing The Notes that are the subject of this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy Agreement are part of the Offering Statement, and any other information required an offering by the Subscriber Company (the “Offering”) of up to make an investment decision. It is a condition fifteen million dollars ($15,000,000) aggregate principal amount of Notes (the “Maximum Amount”) convertible into shares of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreementcommon stock, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed par value $50,000,000 0.001 per share (the “Maximum OfferingCommon Stock”), at a per share conversion price (subject to adjustment as set forth in the Form of Note) of $0.706, and Class D warrants for the purchase of shares of Common Stock (the “Warrants”), in the form attached hereto as Exhibit B (the “Form of Warrant”). The Company is offering Notes until September 28, 2007, although the Company reserves the right, in its sole discretion, to extend the Offering period until some later date (such date, as the same may accept subscriptions for such period as required to sell the maximum amount of the Securitiesbe extended, or such shorter period if required by applicable law (the “Termination Expiration Date”). Providing that subscriptions for $5,000,000 of Securities are received The undersigned and each person purchasing Notes in the Offering (collectively, the “Purchasers”) shall enter into a registration rights agreement among the Company and the Holders (as defined therein), in substantially the form attached hereto as Exhibit C (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing DateRegistration Rights Agreement”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth in this Agreement and in the form of certificate representing the Debentures (a) The undersigned (the “SubscriberDebenture Certificate”) ), the Subscriber hereby irrevocably subscribes for and agrees to purchase $____________ the Debentures in membership interests the Principal Amount as shown on page 2 of this Agreement (such subscription and agreement to purchase the Debentures being, the “SecuritiesSubscription”), of Rock Fund VII-Aand the Issuer agrees to sell the Debentures to the Subscriber, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), effective upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defineddefined herein), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) 1.2 The aggregate number of Securities sold shall not exceed $50,000,000 Principal Amount, and any accrued but unpaid interest thereon, will mature on the date that is two years after the Closing Date (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Maturity Date”). 1.3 The Principal Amount will accrue simple interest in accordance with the terms of the Debenture from the Closing Date at the rate of 15.00% per annum (ethe “Interest”) In until the event Maturity Date, which Interest will be payable quarterly. 1.4 The Debenture will be issued pursuant to the terms set out in the Debenture Certificate containing such additional terms and conditions as are agreed between the Issuer and the Subscriber, which will be issued to the Subscriber by the Issuer on the closing of rejection the Offering (the “Closing”). 1.5 Each Warrant will entitle the holder thereof to acquire one Warrant Share at a price per Warrant Share equal to $1.24 per Warrant Share (the “Warrant Exercise Price”) until 5:00 p.m. (Eastern time) on the date of expiration of the Warrant, which is two years following the Closing Date. 1.6 The Debentures, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities”. The shares of common stock of the Issuer are referred to herein as the “Shares”. This Agreement, the Debenture, the Debenture Certificate, the Warrants, the registration rights agreement entered into by and between the Issuer and Subscriber (the “Registration Rights Agreement”) with respect to the Warrant Shares, the stock pledge agreement entered into by and between the Issuer and Subscriber (the “Stock Pledge Agreement”), the guaranty (the “Guaranty”) entered into with Global Crossing Airlines Inc. and Global Crossing Airlines Operations LLC (each a “Guarantor” and together with the Issuer, the “Credit Parties”), and, with the exception of the Alterna Lease, each of the other agreements, documents and certificates to be entered into in connection with the transactions contemplated by this subscription in its entiretyAgreement, together with all exhibits, schedules, annexes and other attachments thereto, are collectively referred to herein as the “Transaction Documents.” 1.7 The Subscriber acknowledges that the Debentures have been offered as part of a larger offering by the Issuer of additional Debentures to other subscribers for gross proceeds of up to $7,500,000 (the “Offering”). Members of management and the Board of Directors of the Issuer, or in the event the sale an existing shareholder, shall subscribe for a minimum of $500,000 of the Securities Offering. 1.8 Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States. Canadian dollar amount shall be converted into United States dollars using the most recent daily exchange rate posted by the Bank of Canada for the day prior the relevant date and rounded down to two decimal places. 1.9 The proceeds of the Offering shall be used by the Issuer to (or any portion thereofa) is not consummated secure three passenger A320 aircraft for any reasoncharter operations, this Subscription Agreement shall have no force or effectto be delivered by June 30, except 2022, in addition to the six passenger aircraft currently used in charter operations; (b) fund deposits for Section 5 hereoffour A321F aircraft for cargo operations by December 31, which shall remain in force 2022; and effect(c) for general business purposes (collectively, the “Use of Proceeds”).

Subscription. (a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of shares set forth below of the $____________ in membership interests 0.00001 par value Series C Preferred Stock (the “Securities”), or the “Series C Preferred Stock”) of Rock Fund VII-ACoyuchi, LLCInc., a Delaware limited liability company California corporation (the “Company”), at a purchase price of $[4.50]/[4.05] per share (the “Per Share Price”), with a minimum purchase of $450 or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein. The rights of the Series C Preferred Stock are as set forth in the Fourth Amended and Restated Articles of Incorporation of the Company (as amended, the “Restated Articles”), the Certificate of Determination of Series C Preferred Stock of the Company and the Bylaws of the Company, each included in the Exhibits to the offering circular of the Company filed with the SEC (the “Offering Circular”). (b) Subscriber understands that the Securities are being offered in connection with the offering by the Company and certain existing stockholders of the company of up to 18,518,518 shares of Series C Preferred Stock (the “Offering”) pursuant to an offering statement dated ___________, 202__ (the “Purchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) , a copy of which has been filed with the SEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering StatementCircular, including the Exhibits thereto, and any other Offering Materials or other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company Company, at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities for which the Subscriber has subscribed forsubscribed. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 18,518,518 shares of Series C Preferred Stock (the “Maximum OfferingNumber of Shares”). The There is no minimum offering amount required, and the Company may accept subscriptions for such period as required to sell until __________, 2023, unless extended by the maximum amount Company, in its sole discretion, in accordance with applicable SEC regulations or until the Maximum Number of Shares under the SecuritiesOffering are sold, or such shorter period if required by applicable law whichever shall first occur (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the “Transferee”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company, in advance, an instrument in a form acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree to, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion. (g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests shares of Common Stock (the “Securities”), of Rock Fund VII-AFlower Turbines, LLCInc., a Delaware limited liability company corporation (the “Company”), at a purchase price of $_____________ 70.00 per share (the “Purchase Per Security Price”), upon the terms and conditions set forth herein, plus $2.45 per share which each investor shall pay directly to StartEngine Primary as a commission. The rightsminimum subscription is $560, which excludes the 3.5% commission to be paid by Subscriber directly to StartEngine Primary as a commission. The rights and preferences and privileges related to of the Securities common stock are as set forth in the Operating Agreement for the Company which is attached Company’s certificate of incorporation, found as Exhibit 2.2 2.1 to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 200,000 shares of Common Stock, plus up to 40,000 bonus shares that may be issued to certain investors (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law Maximum Offering (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) 1.1 On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase $____________ the Debenture in membership interests the Principal Amount as shown on page 2 of this Agreement, which is tendered herewith (such subscription and agreement to purchase being the “SecuritiesSubscription”), of Rock Fund VII-Aand the Issuer agrees to sell the Debenture to the Subscriber, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), effective upon the terms and conditions set forth hereinIssuer’s acceptance of this Agreement. The rights, preferences and privileges related to form of debenture will be in substantially the Securities are set forth in the Operating Agreement for the Company which is same form attached hereto as Exhibit 2.2 to the Offering Statement filed E. 1.2 Concurrently with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, the Subscriber acknowledges that and the Issuer agree to deliver an executed copy of a general security agreement, which secures the obligations of the Issuer to the Subscriber has received this Subscription Agreement, a copy under the Debenture. 1.3 The Principal Amount of the Note will mature six months (“Maturity”) after closing of the Offering Statement(the “Closing”). The Principal Amount will accrue interest at 10% per annum, and any other information required which interest will be payable at Maturity unless earlier converted by the Subscriber to make an investment decision. It is a condition in accordance with the terms of the Company’s acceptance of this subscription that Subscriber become a party to the Operating AgreementDebenture. By executing this Agreement, and upon acceptance All but not less than all of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription Principal Amount plus any accrued interest thereon may be accepted or rejected in whole or in partconvertible at the option of the Subscriber, at any time prior to Maturity, into units of the Company (each, a “Unit”) at a conversion price of $0.20 per Unit, subject to adjustment. Each Unit will consist of one common share of the Company (each, a “Share”) and one non-transferable share purchase warrant (each, a “Warrant”), with each Warrant entitling the holder to acquire an additional common share of the Company at the exercise price of $0.40 for a period of two years from the Closing Date (each, a “Warrant Share”). 1.4 On the Closing Date, and as hereinafter defined)additional consideration to the Subscriber for the advancement of the Principal Amount, by the Company at its sole discretion. In addition, will issue 200,000 additional Units to the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum OfferingLoan Fee Units”). The Company may accept subscriptions for such period Debenture, the Shares, the Warrants, the Warrant Shares and the Loan Fee Units, consisting of additional Shares, Warrants and Warrant Shares thereunder, are referred to herein as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination DateSecurities”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of 1.5 All dollar amounts referred to in this subscription Agreement are in its entiretyUS dollars, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectunless otherwise indicated.

Subscription. (a) The undersigned (“Subscriber”) hereby Subject to the terms and conditions hereof, the Subscriber irrevocably subscribes for and agrees to purchase $____________ in membership interests from the Company that number of Units set out on the cover of this Subscription Agreement at a price of CDN$0.2783 per Units. Each unit (the each, a “SecuritiesUnit”) is to consist of one Common Share and one-half of one common share purchase warrant (each, a “Warrant”). Each Whole Warrant is exercisable into one Common Share (a “Warrant Share”) for a period of 24 months. The provisions of the Warrants and the attributes and characteristics of the Warrants will be substantially as described herein and, of Rock Fund VII-Aotherwise, LLCthe Warrants will be in such form and contain such terms and provisions (including standard adjustment provisions) as is satisfactory to the Company, a Delaware limited liability company (acting reasonably. The Subscriber agrees to be bound by the “Company”)representations, at a purchase price of $_____________ (the “Purchase Price”)warranties, upon the covenants, and terms and conditions set forth herein. The rightsin these “Terms and Conditions of Subscription for Securities of Sky Guys Ltd.” (the “Terms”) including, preferences without limitation, the representations, warranties and privileges related to the Securities are covenants set forth in the Operating Agreement for Terms (collectively with the cover page, the “Subscription Agreement”). The Subscriber also agrees that the Company which may rely upon the Subscriber’s representations, warranties and covenants contained the Subscription Agreement to, among other things, determine if the Subscriber is attached as Exhibit 2.2 eligible to purchase the Offering Statement filed with the SEC, Securities pursuant to which applicable Securities Laws. The Subscriber acknowledges that the Securities are being offered for sale (the “Offering Statement”). (b) By executing will be subject to transfer restrictions as set forth in this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, Unanimous Shareholder Agreement and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreementconstating documents. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests the Series D Preferred Stock (the “Securities”), of Rock Fund VII-AMiso Robotics, LLCInc., a Delaware limited liability company corporation (the “Company”), at a purchase price of $_____________ 56.62 per share (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rightsminimum subscription is $962.54 representing 17 shares of the Company’s Series D Preferred Stock. The Series D Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Conversion Shares”), issuable upon conversion of the Series D Preferred Stock are also referred to as the “Securities.” The rights and preferences and privileges related to of the Securities Series D Preferred Stock are as set forth in the Operating Agreement for the Company which is attached Company’s Sixth Amended and Restated Certificate of Incorporation included as Exhibit 2.2 an exhibit to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated May [_], 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 529,848 (the “Maximum Offering”). The Company may accept subscriptions for such period as required until (i) the date the Maximum Offering has been sold to sell investors; (ii) 12 months after qualification by the maximum amount of the SecuritiesSEC, or such shorter period if required (iii) the date at which the offering is earlier terminated by applicable law the Company in its sole discretion (the “Termination Date”). Providing that The Company has already received subscriptions for $5,000,000 87,413 shares of Securities are received Series C Preferred Stock (the “Minimum Offering”), and the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement, including the Proxy in Section 5, substantially in the form set forth in Section 5. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(f).

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Class A Preferred Stock (the “Securities”), of Rock Fund VII-AERC Homebuilders 2, LLCInc., a Delaware limited liability company Corporation (the “Company”), at a purchase price of $_____________ 6 per share (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, minimum subscription is $500. The Class A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Class A Preferred Stock are also referred to as the “Securities.” The rights and preferences and privileges related to of the Securities Class A Preferred Stock are as set forth in the Operating Agreement for the Company which is attached Amended and Restated Certificate of Incorporation included as Exhibit 2.2 2.1 to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 8,333,333 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law Maximum Offering (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Shares of TCM Coin Series of Preferred Stock (the “Securities” or “Preferred Stock” or “Coin”), of Rock Fund VII-AAW Blockchain Mining, LLCInc., a Delaware limited liability company Wyoming corporation (the “Company”), at a purchase price of $1.00 per share (the “Per Security Price”) upon the terms and conditions set forth herein. The rights of the TCM Coin Series of Preferred Stock are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Circular of the Company filed with the SEC (the “Offering Circular”). (b) Subscriber understands that the Securities are being offered pursuant to an Offering Circular dated _______________________________ (the “Purchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which SEC as part of the Securities are being offered for sale (the “Offering Statement”). (b) Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 shares of TCM Coin Series of Preferred Stock (the “Maximum OfferingNumber of Shares”). The Company may accept subscriptions for such period as required to sell until _____________________________, unless the maximum amount earliest of extended by the Securities, or such shorter period if required by Company in its sole discretion in accordance with applicable law SEC regulations (the “Termination Date”)) or until the Maximum Number of Shares under the Offering are sold. Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase, at a purchase price of $____________ in membership interests 0.6060 per Unit, units (the “SecuritiesUnits”) comprising two shares of common stock, par value $0.001 per share (the “Common Stock”), of Rock Fund VII-A, LLCRobot Cache US Inc., a Delaware limited liability company corporation (the “Company”), at and a warrant to purchase price one share of $_____________ Common Stock (the “Purchase PriceWarrant”), upon the terms and conditions set forth herein. The rightsminimum subscription is $1,000.00 (1,650 Units). The shares of Common Stock, preferences the Warrants and privileges related the Units being subscribed for under this Subscription Agreement are also referred to as the Securities “Securities.” The terms of the Warrants are as set forth in the Operating Agreement for the Company which is Form of Warrant attached as Exhibit 2.2 Appendix B to this Subscription Agreement. In this Subscription Agreement, the Offering Statement filed with shares of Common Stock issuable as part of a Unit are referred to as the SEC, pursuant “Unit Shares,” and the shares of Common Stock issuable upon exercise of the Warrants are referred to which as the “Warrant Shares.” (b) Subscriber understands that the Securities are being offered for sale pursuant to an offering circular dated [_____], 2021 (the “Offering Circular”) included in the offering statement of the Company filed with the SEC (the “Offering Statement”). (b) . By executing this Subscription Agreement, Subscriber acknowledges that Subscriber he, she or it has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement, including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription Subscriber’s subscription may be accepted or rejected in whole or in part, by the Company, in its sole discretion, at any time prior to before a Closing Date (as hereinafter defineddefined below), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities for which Subscriber has subscribed forsubscribed. The Company will notify Subscriber whether this his, her or its subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof thereof, if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall will terminate. (d) The aggregate number of Securities sold shall will not exceed $50,000,000 49,504,950 Units (the “Maximum Offering”). The Company may accept subscriptions for until the earliest of (i) the 180th day after the date as of which the SEC qualifies the Offering Statement (or such period later day as required to sell the maximum Company determines, if, in its sole discretion, it extends the offering of the Units (the “Offering”)), (ii) the date as of which all Units offered by the Offering Circular have been sold and (iii) any such earlier time as the Company may determine in its sole discretion, regardless of the number of Units sold and the amount of capital raised (the Securitiesearliest of such dates, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offeringthe Offering, on various dates at or prior to before the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event if the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except for Section 5 hereof, which shall will remain in force and effect.

Subscription. (a) 1.1 The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (i) the number of shares (the “Securities”"SHARES") of American depositary shares (the "ADSs"), each ADS representing one ordinary share, 20 xxxxx per share nominal value, of Rock Fund VII-A, LLCInsignia Solutions plc (each an "ORDINARY SHARE"), a Delaware public limited liability company organized and existing under the laws of England and Wales (the “Company”"COMPANY"), indicated on the signature page attached hereto at a price of $5.00 per Share (the "ISSUE PRICE") and (ii) warrants (the "WARRANTS") in the form of EXHIBIT A attached hereto to subscribe for an additional number of ADSs set forth on the signature pages attached hereto (such additional ADSs in the aggregate issuable from time to time upon exercise of the Warrants, collectively the "WARRANT SHARES" and, together with the Shares and the Warrants, the "SECURITIES"). At or prior to the Closing Date (as defined below), the undersigned will make payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the purchase price of $_____________ the Shares for which the undersigned is subscribing (the “Purchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”"PAYMENT"). (b) By executing this Subscription Agreement, Subscriber acknowledges 1.2 The undersigned understands that Subscriber has received this Subscription Agreement, a copy it will not earn interest on any funds held by the Company prior to the date of closing of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined). Xxxxxxxxx & Company, Inc. (the "PLACEMENT AGENT") and the Company will hold the closing of the Offering (the "CLOSING") on February 12, 2001 or such other date as the Company and the Placement Agent shall agree (the "CLOSING DATE"). Simultaneously with receipt by the Company of the requisite payment for all Securities to be purchased by the subscribers whose subscriptions are accepted (each, a "SUBSCRIBER") at the Closing and subject to the satisfaction of certain conditions, the Securities so purchased will be issued in the name of each such Subscriber or its sole discretion. In additioncustodian, if any, as requested by such Subscriber. 1.3 The undersigned hereby agrees to be bound hereby upon (i) execution and delivery to the Company, at its sole discretion, may allocate to Subscriber only a portion in care of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejectedPlacement Agent, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time signature page to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect(ii) acceptance on the Closing Date by the Company of the undersigned's subscription (the "SUBSCRIPTION").

Subscription. (a) The Subject to the terms and conditions of this subscription agreement and letter of investment intent (the “Subscription Agreement”), the undersigned (“Subscriber”) hereby irrevocably subscribes for the Securities for the aggregate purchase price set forth on the signature page hereto, which is payable as indicated above. The purchase price for one share of Class B Convertible Preferred Stock and agrees a warrant to purchase eight shares of Common Stock at an exercise price of $____________ in membership interests 0.50 per share (the “SecuritiesWarrant”), of Rock Fund VII-A, LLC, a Delaware limited liability company ) shall equal $12.00 (the “Company”), at a purchase price of $_____________ (the “Per Unit Purchase Price”). No fractional shares will be issued. If the subscription amount yields a fractional share of 0.5 or more, upon the number of shares will be rounded up and all other fractional shares will be rounded down. (b) The Class B Convertible Preferred Stock will be issued pursuant to the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement certificate of designation (“Certificate of Designation”) that will be filed with the SEC, Secretary of State of Nevada on or before the first closing in connection with the offering of the Securities. The Warrant will be issued pursuant to which the Securities are being offered for sale terms and conditions contained in the form of warrant (the “Offering StatementWarrant Agreement”). (bc) By executing If the Company accepts this Subscription Agreementsubscription, Subscriber acknowledges that Subscriber has received this Subscription Agreementclosing shall take place at such date, a copy of the Offering Statementtime, and any other information required location as determined by the Subscriber to make an investment decisionCompany. It is a condition In the discretion of the Company’s acceptance of this subscription that Subscriber become a party to , there may be more than one closing in connection with the Operating Agreement. By executing this Agreement, and upon acceptance offering of the subscription by the CompanySecurities. The Securities sold in a subsequent closing, the Subscriber if any, shall be deemed to have read, understood, executed, accepted and become a party to sold at the Operating Agreement. (c) This Subscription may be accepted or rejected same Per Unit Purchase Price as the Securities sold in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateinitial closing. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”)THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”)THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT. (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests certain of the Company’s Preferred Units (the “Securities”), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”)4.50 per unit, upon the terms and conditions set forth herein. The rights, rights and preferences and privileges related to of the Securities are will be as set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 Company’s latest Articles of Incorporation to the Offering Statement be filed with the SECState of Texas, pursuant to which and any description of the Securities are being offered for sale (that appears in the “Offering Statement”)offering materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that the Subscriber has received this Subscription Agreement, a copy of the Offering Statement, Agreement and any other information or document required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription subscription may be accepted or rejected in whole or in part, at any time prior to a the Company counter-signing this Subscription Agreement and receiving Subscriber’s payment (the “Closing Date (as hereinafter definedDate”), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement, which signature and delivery may take place through digital online means. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate number purchase price of the Securities sold shall not exceed $50,000,000 in accordance with the online payment process established by Wefunder (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing DateIntermediary”). (e) In Payment for the event Securities shall be received in accordance with Intermediary’s payment processing instructions. Upon any Closing Date, the Intermediary’s escrow agent shall release such funds to the Company. The undersigned shall receive notice and evidence of rejection the digital entry of this subscription in its entirety, or in the event the sale number of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereofowned by undersigned reflected on the books and records of the Company and verified by the transfer agent engaged by the Company, which books and records shall remain in force and effectbear a notation that the Securities were sold.

Subscription. 10.1 This subscription is irrevocable except that the Purchaser reserves the right to withdraw this subscription and to terminate its obligations hereunder at any time before the Closing Date if the Agent terminates its obligations with respect to this Private Placement under the Agency Agreement and the Purchaser hereby appoints the Agent as its agent for the purpose of notifying the Issuer of the withdrawal or termination of this subscription. 10.2 The Purchaser hereby authorizes and directs the Issuer and the Agent to deliver certificates representing the FT Shares and the Warrants to be issued to such Purchaser pursuant to this Subscription Agreement either (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (the “Securities”), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth residential or business address indicated in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). this subscription or (b) By executing this Subscription Agreementdirectly to the Purchaser’s account, Subscriber acknowledges that Subscriber has received this Subscription Agreementif any, a copy of maintained with the Offering StatementAgent. 10.3 The Purchaser hereby authorizes and directs the Agent to return any funds for unaccepted subscriptions to the same account from which the funds were drawn, and without interest or penalty, including any other information required customer account maintained with the Agent. 10.4 This subscription may be accepted in whole or in part by the Subscriber Issuer at its sole discretion and the right is reserved to make an investment decisionthe Issuer at its sole discretion to allot to any Purchaser less than the amount of Units subscribed for. It is a condition Confirmation of the Company’s acceptance or rejection of this subscription that Subscriber become a party will be forwarded to the Operating Agreement. By executing this Agreement, and upon Purchaser promptly after the acceptance or rejection of the subscription by the CompanyIssuer. If this subscription is rejected in whole, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party funds delivered by the Purchaser to the Operating Agreement. (c) This Subscription may Agent representing the purchase price for the FT Units subscribed for herein will be accepted promptly returned to the same account from which the funds were drawn, without interest or rejected in whole or in partpenalty, at including any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion customer account maintained with any of the amount of Securities Subscriber has subscribed forAgent. The Company will notify Subscriber whether If this subscription is accepted (whether in whole or only in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or the funds representing the portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing purchase price representing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In subscription for the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) FT Units which is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectaccepted will promptly be similarly returned.

Subscription. (a) The undersigned (“Subscriber”) undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase $____________ from XxXxx Holdings, Inc., a Delaware corporation (the "Company") in membership interests a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “SecuritiesSecurities Act”)) for the number of shares of Series B Convertible Preferred Stock and Warrants. The terms of the Series B Convertible Preferred Stock and Warrants are more fully described in the Certificate of Designation of the Preferred Stock and Warrant Agreement attached hereto as Exhibits A and B, respectively. The Company is offering up to a maximum of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), 13,888,889 shares of Preferred Stock at a purchase price of $_____________ (0.18 per share of Preferred Stock and 2,777,778 Warrants; the “Purchase Price”), upon investor is to receive Warrants equal to 20% of the terms and conditions set forth hereinnumber of shares of Preferred Stock purchased. The rights, preferences investor understands that there is no minimum and privileges related to the Securities are set forth in the Operating Agreement for therefore the Company which is attached as Exhibit 2.2 to will have immediate use of the Offering Statement filed with funds invested. The undersigned understands that the SEC, pursuant to which the Securities securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), issued by the Company at its sole discretion. In addition, in a transaction exempt from the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale registration requirements of the Securities (Act. For purposes of this agreement, the Series B Convertible Preferred Stock shall be referred to as the “Preferred Stock”, the shares of common stock of the Company issued upon due conversion of the Preferred Stock in accordance with the terms thereof shall be referred to as the “Converted Shares” and the shares of common stock of the Company issued upon due conversion of the Warrants shall be referred to as the “Warrant Shares”. The Preferred Stock, Warrants, Converted Shares and Warrant Shares shall hereinafter be referred to collectively as the “Shares”. For the avoidance of doubt, the Warrant shall be exercisable for shares of common stock of the Company as described therein and the dividend payable with respect to issued and outstanding shares of Preferred Stock as described in the Certificate of Designation shall be independent and have absolutely nothing to do with the Warrant or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectthe Warrant Shares.

Subscription. (a) The undersigned (“Subscriber”) 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests the number of shares (the “Securities”"Shares") of common shares, $.001 par value per share (the "Common Shares"), of Rock Fund VII-A, LLCMarketing Acquisition Corporation, a Delaware limited liability company Nevada corporation (the “"Company”"), indicated on the signature page attached hereto at a the purchase price of $_____________ set forth on such signature page (the “"Purchase Price”"), upon the terms and conditions set forth herein. The rights, preferences and privileges related such Purchase Price being equal to the Securities are set forth product of (i) the number of Common Shares subscribed for by the Subscriber and (ii) $.001. Subscriber has made or will make payment by wire transfer of funds in accordance with instructions from the Company in the Operating Agreement full amount of the Purchase Price of the Common Shares for the Company which Subscriber is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale subscribing (the “Offering Statement”"Payment"). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy 1.2 This Agreement is part of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition isolated offering of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), Common Shares being conducted by the Company in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended ( the "Act"), afforded by Section 4(2) thereunder. 1.3 The Company will hold closing of the offering (the "Closing") at its sole discretion. In additionany mutually agreeable time, hereinafter sometimes referred to as a "Closing Date." Upon receipt by the Company of the requisite payment for all Common Shares to be purchased by the Subscriber, the CompanyCommon Shares so purchased will be issued in the name of Subscriber, at its sole discretion, may allocate to Subscriber only a portion and the name of the amount Subscriber will be registered on the stock transfer books of Securities Subscriber has subscribed forthe Company as the record owner of such Common Shares. The Company will notify promptly thereafter issue to the Subscriber whether participating in such closing a stock certificate for the Common Shares so purchased. 1.4 Subscriber hereby agrees to be bound hereby upon (i) execution and delivery to the Company of the signature page to this subscription is accepted Agreement and (whether in whole or in partii) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all written acceptance on the Closing Date by the Company of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof's subscription, which shall remain in force and effectbe confirmed by faxing to the Subscriber the signature page to this Agreement that has been executed by the Company (the "Subscription").

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Units (the “Securities”), of Rock CalTier Fund VII-AI, LLCLP, a Delaware limited liability company Limited Partnership (the “Company”), at a purchase price of $_____________ 5 per Unit (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, minimum subscription is $500 for U.S. Persons and $5,000 for non-U.S. Persons. The rights and preferences and privileges related to of the Securities Units are as set forth in the Operating Limited Partnership Agreement for of the Company which is attached filed as Exhibit 2.2 an exhibit to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. 024-12056), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become becomes a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Limited Partnership Agreement. (c) This By subscribing to the Offering and executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) hereby joins as a party that is designated (a) as a Limited Partner under Article 3 of the Limited Partnership Agreement filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Limited Partnership Agreement”). Any notice required or permitted to be given to the Subscriber under the Limited Partnership Agreement shall be given to Subscriber at the address provided with the Subscriber’s subscription. Subscriber confirms that Subscriber has reviewed the Limited Partnership Agreement and will be bound by the terms thereof as a party who is designated as a “Limited Partner” under the Limited Partnership Agreement. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed $50,000,000 14,400,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell until the maximum amount termination of the Securities, or such shorter period if required by applicable law Offering in accordance with its terms (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests shares (the “Securities”) of common stock, no par value per share (the “Common Stock”), of Rock Fund VII-APSI International, LLCInc., a Delaware limited liability company Virginia corporation (the “Company”), at a purchase price of $_____________ 15.00 per Share (the “Purchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to rights of the Securities are as set forth in the Operating Agreement for Company’s Amended and Restated Bylaws (the Company which is attached “Bylaws”), included in as Exhibit 2.2 an exhibit to the Offering Statement filed with of the SEC, pursuant to which the Securities are being offered for sale Company (the “Offering Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated ________ __, 2017 (the “Offering Circular”), filed with the SEC as part of the Offering Statement pursuant to which the Company is offering (the “Offering”) up to two million (2,000,000) Shares for $15.00 per Share pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Shares for which Subscriber has subscribed forsubscribed. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold in this offering shall not exceed $50,000,000 two million (2,000,000) Shares (the “Maximum OfferingAmount”). The Company may accept subscriptions for such period as required to sell until (i) the maximum date at which the Maximum Offering amount of has been sold, (ii) the Securitiesdate which is one year from this Offering being qualified by the Commission, or such shorter period if required (iii) the date at which the Offering is earlier terminated by applicable law the Company in its sole discretion (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offeringOffering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect, and investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement and the Bylaws, the Company consents to the transfer in its sole discretion, and, in the event of a transfer to a Transferee resident or otherwise subject to the securities laws of applicable jurisdiction, the compliance with the applicable resale restrictions in such jurisdiction. (g) Prior to this offering, there has been no public market for our common stock. The Company has submitted an application with The NASDAQ Stock Market LLC (“NASDAQ”) to list its common stock on The NASDAQ Capital Market. In the event the Company’s NASDAQ listing application is denied, investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom.

Subscription. (a) The 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests units (the “SecuritiesUnits”) at a price of $0.60 per Unit (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price as set out on the signature page of Rock Fund VII-A, LLC, a Delaware limited liability company this Subscription Agreement (the “CompanySubscription Proceeds”)) which is tendered herewith, at a purchase price on the basis of $_____________ (the “Purchase Price”), upon representations and warranties and subject to the terms and conditions set forth herein. 1.2 Each Unit will consist of one common share in the capital of the Company (each, a “Share”) and one-half of one common share purchase warrant (each, a “Warrant”) subject to adjustment. Each Warrant shall be non-transferable. Each whole Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company (each, a “Warrant Share”), as presently constituted, for a period of two years commencing from the Closing Date (defined herein) at an exercise price of US$0.90 per Warrant Share. The rightsShares, preferences Warrants and privileges related Warrant Shares are referred to herein as the “Securities”. 1.3 The Company hereby agrees to sell, on the basis of the representations and warranties and subject to the Securities are terms and conditions set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 herein, to the Offering Statement filed with Subscriber the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decisionUnits. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party Subject to the Operating Agreement. By executing this Agreementterms hereof, and the Subscription Agreement will be effective upon its acceptance of the subscription by the Company. 1.4 Both parties to this Subscription Agreement acknowledge and agree that Xxxxx Xxxxxx LLP has acted as counsel only to the Company and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Company and Xxxxx Xxxxxx LLP have given the Subscriber the opportunity to seek, and have recommended that the Subscriber obtain, independent legal advice with respect to the subject matter of this Subscription Agreement and, further, the Subscriber shall be deemed to have read, understood, executed, accepted hereby represents and become a party warrants to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by Company and Xxxxx Xxxxxx LLP that the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole sought independent legal advice or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminatewaives such advice. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (the “Securities”), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of AMOUNT OF INVESTMENT: $___________________________________________ (NUMBER OF MEMBERSHIP INTERESTS PURCHASED: ___________________ Purchasers are required to electronically complete this Subscription Agreement for the “Purchase Price”)desired investment amount. A Purchaser’s electronic signature, upon whether digital or encrypted, included in this Subscription Agreement is intended to authenticate this Subscription Agreement and to have the same force and effect as a manual signature. Electronic signature means any electronic symbol or process associated with a record and adopted by Purchaser with intent to sign such record. Subject to the terms and conditions set forth herein. The rightsof the Agreement, preferences the undersigned (“Purchaser”) hereby irrevocably subscribes for and privileges related agrees to purchase Membership Interests (“Membership Interests”) offered by CIRCLE OF WEALTH FUND III LLC, an Idaho limited liability company (the Securities are set forth “Company”), in the amount indicated above, all in accordance with the terms and conditions of this Subscription Agreement, the Certificate of Formation (the “Certificate”), the Company’s Operating Agreement for the Company which is attached (“Operating Agreement”) and Offering Circular dated March 26, 2020, as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale amended (the “Offering StatementCircular”). (ba) By executing this Subscription Agreement, Subscriber Purchaser acknowledges and agrees that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber cannot be withdrawn, terminated, or revoked. Purchaser agrees to become a party Member and to be bound by all the terms and conditions of the Operating Agreement. By executing this AgreementThis subscription shall be binding on the heirs, executors, administrators, successors and upon acceptance assigns of the Purchaser. This subscription is not transferable or assignable by the CompanyPurchaser, except as expressly provided in the Subscriber shall be deemed to have read, understood, executed, accepted terms and become a party to conditions of the actual Operating Agreement. (cb) This Subscription subscription may be accepted or rejected in as a whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company at in its sole and absolute discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether If this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriberthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Subscriber without interest the extent of such rejection. This subscription shall be binding on the Company only upon its acceptance of the same. (c) Neither the execution nor the acceptance of this Subscription Agreement constitutes the Purchaser as a Member, shareholder or secured creditor of the Company. This is an agreement only to purchase the Membership Interests in the amount set forth above; and all the Purchaser will become a Member (and not a shareholder or secured creditor) only after the Purchaser’s funds are duly transferred to the account of Subscriber’s obligations hereunder the Company and the Membership Interests are issued thereupon to the Purchaser. Until such time, the Purchaser shall terminatehave only those rights as may be set forth in this Subscription Agreement. (d) The aggregate number offering of Securities sold shall not exceed $50,000,000 Membership Interests is described in the Offering Circular, that is available through the online website platform xxxxx://xxxxxx.xxxxxxxxxxxxxxxxxxxxx.xxx (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum OfferingPlatform”), which is hosted by CrowdEngine Inc., and operated by the Company. Purchaser must read this Agreement, the Offering Circular, and Operating Agreement. By signing electronically below, Purchaser agrees to the following terms together with the Platform’s Terms and Conditions, Terms of Use, and consent to the Platform’s Privacy Policy, and agree to transact business with the Company may elect at any time and to close all or any portion of this offering, on various dates at or prior receive communications relating to the Termination Date (each a “Closing Date”)Membership Interests electronically. (e) In Once Purchaser makes a funding commitment to purchase Membership Interests, it is irrevocable until the event of rejection Membership Interests are issued, the purchase is rejected by the Company, or the Company otherwise determines not to proceed with the transaction. (f) The Purchaser’s rights and responsibilities will be governed by the terms and conditions of this subscription Subscription Agreement, the Offering Circular, the Certificate and Operating Agreement. If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Company will reply upon the information provided in this Subscription Agreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, that will allow the investor to purchase Membership Interests. (g) Should the process from depositing an investor’s funds into the account of the Company and acceptance as a Member take longer than Fifteen (15) days, the Investor may request in writing to recover his, her or effectits investment funds. If, except for Section 5 hereofupon receipt of such request in writing, which shall remain the Company has not yet accepted the Investor as a Member, then the Company may, in force its sole and effectabsolute discretion, return the Investor’s funds to the investor and revoke the Subscription Agreement within Ten (10) business days of receipt of such request from the Investor.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests from the Company the number of shares (the “Securities”"Preferred Shares") of Series G Convertible Preferred Stock, $.01 par value per share (the "Preferred Stock"), of Rock Fund VII-Athe Company set forth on the signature page of this Agreement, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon having the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are as set forth in the Operating Agreement form of Certificate of Designations attached hereto as ANNEX I (the "Certificate of Designations") at the price per share and for the aggregate purchase price set forth on the signature page of this Agreement. The purchase price for the Preferred Stock shall be payable in United States Dollars. The Buyer hereby agrees that certificates for a number of Preferred Shares equal to (i) 40% of the total number of Preferred Shares shall bear the first legend set forth in Section 9(a)(ii) of the terms of the Preferred Stock in the Certificate of Designations and (ii) 60% of the total number of Preferred Shares shall bear the second legend set forth in Section 9(a)(ii) of the terms of the Preferred Stock in the Certificate of Designations. In addition to issuance of the Preferred Shares, the Company which is attached as Exhibit 2.2 shall issue to the Offering Statement filed with Buyer on the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter herein defined)) warrants to purchase shares of Common Stock, by such warrants to be in the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 form attached hereto as ANNEX II (the “Maximum Offering”"Warrants"). The Company may accept subscriptions for such period as required to sell the maximum amount number of shares of Common Stock initially purchasable upon exercise of the SecuritiesWarrants to be issued by the Buyer on the Closing Date shall be the quotient obtained by dividing (1) the number of shares of Common Stock into which the number of Preferred Shares to be issued to the Buyer on the Closing Date would be convertible on the Closing Date, or such shorter period if required the Preferred Shares were convertible on the Closing Date, by applicable law (the “Termination Date”2) four (4). Providing that subscriptions for $5,000,000 The shares of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale Common Stock issuable upon conversion of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force Preferred Shares are referred to herein as the "Conversion Shares." The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the "Warrant Shares." The Conversion Shares and effectthe Warrant Shares are referred to herein collectively as the "Common Shares." The Common Shares and the Preferred Shares are referred to herein collectively as the "Shares." The Shares and the Warrants are referred to herein collectively as the "Securities."

Subscription. (a) The undersigned (“Subscriber”) undersigned, intending to be legally bound, hereby ------------ irrevocably subscribes for and agrees to purchase, as indicated on page 17 hereof, the amount of shares ("Shares") of convertible preferred stock, par value $0.01 per share ("Series B Convertible Preferred Stock") and common stock purchase $____________ in membership interests warrants ("Warrants", and collectively the “Shares and Warrants are sometimes hereinafter referred to as the "Securities”)") of Boston Life Sciences, of Rock Fund VII-A, LLCInc., a Delaware limited liability company corporation (the “"Company”"), at a purchase price of $_____________ on the terms and conditions described herein and in the Confidential Private Placement Memorandum, dated January 1999 (such memorandum, together with all amendments thereof and supplements and exhibits thereto, the “Purchase Price”"Memorandum"), upon a copy of which has been received by the undersigned. The undersigned herewith tenders to the Company the entire subscription amount by wire transfer of immediately available funds or by check made payable to the order of Continental Stock Transfer & Trust Company F/B/O Boston Life Sciences, Inc., to be delivered to Continental Stock Transfer & Trust Company at 0 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The undersigned shall have the right, at its option, to convert any shares of Series B Convertible Preferred Stock into fully paid and nonassessable whole shares of common stock of the Company ("Common Stock") in accordance with the Certificate of Designations, the form of which is attached hereto as Exhibit ------- A ("Certificate of Designations"). The description of the terms and conditions - of the Series B Convertible Preferred Stock as set forth herein are subject in all respects to the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy Certificate of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretionDesignations. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion holders of the amount Series B Convertible Preferred Stock will be provided certain "mandatory" registration rights, as set out more fully in Section 4 herein. ------- Each Warrant shall entitle the holder thereof to purchase one share of Securities Subscriber has subscribed forCommon Stock at an initial exercise price equal to the sum of (a) the closing bid price for the Common Stock on the NASDAQ Stock Market on the trading day (as defined in the Warrant) that is the trading day prior to the Closing Date (as defined below), plus (b) $.25. The Company will notify Subscriber whether this subscription is accepted Warrants shall be exercisable for a period of thirty-six (whether in whole or in part36) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest months from the date of issuance and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 be redeemable by the Company at any time. Each Warrant also provides to its holder certain "mandatory" registration rights, as set out more fully in the Warrant, the form of which is attached hereto as Exhibit B. --------- Josephthal & Co. Inc. (the “Maximum Offering”"Placement Agent") has been retained by the Company as exclusive placement agent for the offer and sale of up to $8,000,000 in Securities (with an additional $500,000 solely to cover over-allotments) to "accredited investors" as that term is defined pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Company minimum purchase price is $100,000. Lesser subscription amounts may accept subscriptions for such period as required to sell be accepted at the maximum amount discretion of the Securities, Placement Agent or such shorter period if required by applicable law (the “Termination Date”)Company. Providing that subscriptions for $5,000,000 of Securities are received (Unless otherwise indicated all capitalized terms not defined herein shall have the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or same meanings and definitions as set forth in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectMemorandum.

Subscription. (a) 1.1. The undersigned subscriber (“Subscriber”) ), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase $from Efund City Metro Income Fund LLC (the “Company”), [____________ ] (minimum of 100) units of Membership Interest in membership interests the Company (the “SecuritiesSubscription Investment”), at a subscription price of Rock Fund VII-AUS$10 per unit until December 31, 2021 (the “Commitment”) following the Company’s delivery to Subscribers of an acceptance page to this subscription agreement (this “Subscription Agreement”) signed by the Company. From January 1, 2022, the per unit purchase price will be adjusted every fiscal quarter and, as of January 1st, April 1st, July 1st and October 1st of each year, and will be equal to the net asset value, or NAV, divided by the number of shares outstanding as of the close of business on the last business day of the prior fiscal quarter, in each case prior to giving effect to any unit purchases or redemption to be effected on such day. Subscribers will pay the most recent publicly announced purchase price as of the date of their subscription. The sale of Subscription Investments will commence immediately upon qualification by the Securities and Exchange Commission and will terminate at the discretion of our Manager. The maximum amount of the Offering shall not exceed Fifty Million Dollars ($50,000,000) in any Twelve (12) month period in accordance with Tier II of Regulation A as set forth under the Securities Act of 1933, as amended, (“Reg A Tier II”). The Subscriber agrees to and acknowledges all obligations as set forth in the Company’s Operating Agreement (“Operating Agreement”) and the Offering Circular (“Offering Circular”).The Company may accept, in its sole discretion, the Commitment by delivery to Subscriber of an acceptance page to this Subscription Agreement signed by the Company. On a quarterly basis, a Subscriber has the opportunity to obtain liquidity by the Company’s redemption plan. Unless otherwise defined herein, capitalized terms used in this Subscription Agreement will have the meanings given to such terms in the Operating Agreement of the Company dated, as amended from time to time (the “Operating Agreement”). Efund City Investment LLC, a Delaware limited liability company company, is the Manager of the Company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering StatementManager”). 1.2. The offering of Common Shares is described in the Offering Circular, that is available through the online website xxxxx://xxx.xxxxxxxxx.xxx and an App of “Efund City” (b) By executing together referred as “the Efund City Platform”), which are owned and operated by Efund City Platform LLC, as well as on the SEC’s XXXXX website. Please read this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription the Offering Circular, and the Company’s Operating Agreement. While they are subject to change, as described below, the Company advises you to print and retain a copy of these documents for your records. By signing electronically below, you agree to all the Offering Statementterms together with the Terms and Conditions and the Terms of Use, consent to Efund City Metro Income Fund LLC’s Privacy Policy, and any other information required by agree to transact business with us and to receive communications relating to the Subscriber to make an investment decisionCommon Shares electronically. 1.3. It is a condition of For the Company’s acceptance purposes of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Companyagreement, the Subscriber shall will be deemed to have read, understood, executed, accepted signed and become a party to authorized in full through electronics means as specified by the Operating AgreementEfund City Metro Income Fund LLC digital platform. This includes methods such as checking the “read and agree” checkbox and sign and date electronically as provided by the Company’s platform. (c) This 1.4. If Subscriber elects to cancel, terminate or revoke this Subscription may be accepted or rejected in whole or in part, Agreement at any time prior to a Closing Date (as hereinafter defined)the Company’s delivery to Subscriber of an acceptance page to this Subscription Agreement, the Company will return the entire Commitment to the Subscriber. 1.5. In the event that this Commitment is rejected in full or the offering is terminated, payment made by the Subscriber to the Company at its sole discretion. In addition, for the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) Subscription Investment will be returned refunded to the Subscriber without interest and without deduction, and all of Subscriber’s the obligations of the Subscriber hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (. To the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing extent that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”)this Commitment is rejected in part, the Company may elect at shall refund to the Subscriber any time payment made by the Subscriber to close all or any the Company with respect to the rejected portion of this offeringCommitment without interest and without deduction, on various dates at or prior and all of the obligations of Subscriber hereunder shall remain in full force and effect except for those obligations with respect to the Termination Date (each a “Closing Date”). (e) In the event of rejection rejected portion of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereofCommitment, which shall remain in force and effectterminate.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests from the Company the number of shares (the “Securities”"Preferred Shares") of Series A Convertible Preferred Stock, $.01 par value (the "Preferred Stock"), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), Company set forth on the signature page of this Agreement at a the price per share and for the aggregate purchase price of $_____________ (the “Purchase Price”), upon the terms and conditions set forth hereinon the signature page of this Agreement. The Preferred Shares shall have the rights, preferences designations and privileges related to the Securities are terms as set forth in the Operating Agreement Amended and Restated Certificate of Designations attached hereto as ANNEX I-A, as amended by the form of Certificate of Amendment of Amended and Restated Certificate of Designations attached hereto as ANNEX I-B (collectively, the "Certificate of Designations"), and the Buyer hereby agrees that certificates for a number of Preferred Shares equal to one third of the total number of Preferred Shares shall bear each of the three legends set forth in Section 9(a)(ii) of the terms of the Preferred Stock in the Certificate of Designations. The purchase price for the Preferred Shares shall be payable in United States Dollars in immediately available funds. In addition to issuance of the Preferred Shares, the Company which is attached as Exhibit 2.2 shall issue to the Offering Statement filed with Buyer on the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter herein defined)) warrants to purchase shares of Common Stock, by such warrants to be in the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 form attached hereto as ANNEX II (the “Maximum Offering”"Warrants"). The Company may accept subscriptions for such period as required to sell the maximum amount number of shares of Common Stock initially purchasable upon exercise of the SecuritiesWarrants to be issued to the Buyer on the Closing Date shall be the quotient obtained by dividing (1) the number of shares of Common Stock into which the number of Preferred Shares to be issued to the Buyer on the Closing Date would be convertible on the Closing Date, or such shorter period if required the Preferred Shares were convertible on the Closing Date, by applicable law (the “Termination Date”2) five (5). Providing that subscriptions for $5,000,000 The shares of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale Common Stock issuable upon conversion of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force Preferred Shares are referred to herein as the "Conversion Shares." The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the "Warrant Shares." The Conversion Shares and effectthe Warrant Shares are referred to herein collectively as the "Common Shares." The Common Shares and the Preferred Shares are referred to herein collectively as the "Shares." The Shares and the Warrants are referred to herein collectively as the "Securities."

Subscription. (a) The undersigned (whether one or more, hereafter referred to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of shares set forth below of the $____________ in membership interests 0.00001 par value Series C Preferred Stock (the “Securities”), or the “Series C Preferred Stock”) of Rock Fund VII-ACoyuchi, LLCInc., a Delaware limited liability company California corporation (the “Company”), at a purchase price of $4.50 per share (the “Per Share Price”), with a minimum purchase of $500 or higher (“Minimum Purchase”), subject to the discretion of the Company and upon the terms and conditions set forth herein. The rights of the Series C Preferred Stock are as set forth in the Fourth Amended and Restated Articles of Incorporation of the Company (as amended, the “Restated Articles”), the Certificate of Determination of Series C Preferred Stock of the Company and the Bylaws of the Company, each included in the Exhibits to the offering circular of the Company filed with the SEC (the “Offering Circular”). (b) Subscriber understands that the Securities are being offered pursuant to an offering statement dated ___________, 202__ (the “Purchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) , a copy of which has been filed with the SEC. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering StatementCircular, including the Exhibits thereto, and any other Offering Materials or other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company Company, at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities for which the Subscriber has subscribed forsubscribed. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 16,666,666 shares of Series C Preferred Stock (the “Maximum OfferingNumber of Shares”). The There is no minimum offering amount required, and the Company may accept subscriptions for such period as required to sell until __________, 2023, unless extended by the maximum amount Company, in its sole discretion, in accordance with applicable SEC regulations or until the Maximum Number of Shares under the SecuritiesOffering are sold, or such shorter period if required by applicable law whichever shall first occur (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In This Agreement and the covenants made herein shall survive the closing of the purchase of the Securities, provided, however, that in the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which section shall survive termination of this Subscription Agreement and shall remain in full force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (individually and collectively, the “Transferee”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company, in advance, an instrument in a form acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree to, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion. (g) By agreeing to these provisions, Subscribers will not be deemed to have waived their rights under the federal securities laws and the rules and regulations thereunder.

Subscription. (a) The undersigned (individually and/or collectively, the “SubscriberPurchaser”) hereby irrevocably subscribes for and agrees applies to purchase Units composed of (i) one share of common stock par value (the “Common Stock” or the “Shares”) of Generation Hemp, Inc., a Colorado corporation (the “Company”), and (ii) two warrant (the “Warrant(s)”) each exercisable for 1 share of Common Stock, in accordance with the terms and conditions of this Subscription Agreement (this “Subscription”) and form of Warrant which is attached as Exhibit A hereto, at a purchase price (the “Offering Price”) of $__0.50 per Unit (collectively the “Units”). This Subscription is one of several Subscriptions to be entered into by and between the Company and Purchasers, pursuant to which the Company will raise up to $2,000,000 or such greater amount as the Company’s Board of Directors may so determine without notice or consent by any prior or future Purchasers (the “Offering”). The Purchaser acknowledges and understands that the Offering of the Units is being made without registration of the Units, the Common Stock, the Warrant or the Common Stock for which the Warrant is exercisable, under the Securities Act of 1933, as amended (the “Securities Act”), or any securities “blue sky” or other similar laws of any state. (b) Before this Subscription is considered, the Purchaser must complete, execute and deliver to the Company the following: (i) This Subscription; (ii) The Form of Warrant attached hereto as Exhibit A; (iii) The Certificate of Accredited Investor Status, attached hereto as Exhibit B; and (iv) The Purchaser’s check in the amount of $__________ in membership interests (the “Securities”), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $____exchange for _________ (the “Purchase Price”)Units purchased, upon the terms and conditions set forth herein. The rights, preferences and privileges related or wire transfer sent to the Securities are set forth Company in the Operating Agreement for accordance with wire transfer instructions which the Company which is attached as Exhibit 2.2 to will provide at the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy request of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating AgreementPurchaser. (c) This Subscription is irrevocable by the Purchaser. (d) This Subscription is not transferable or assignable by the Purchaser. (e) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company at in its sole discretiondiscretion prior to the applicable Closing (as defined in Section 1(g) hereof), regardless of whether Purchaser’s funds have theretofore been deposited by the Company. Purchaser’s execution and delivery of this Subscription will not constitute an agreement between the undersigned and the Company until this Agreement has been accepted and executed by the Company. In addition, the event this Subscription is rejected by the Company, all funds and documents tendered by the Purchaser shall be returned and the parties' obligations hereunder, shall terminate. ________ Subscription Agreement Purchaser’s Initials 1 Generation Hemp, Inc. (f) Each Purchaser shall be issued at its sole discretion, may allocate Closing two-year Warrants in substantially the form attached hereto as Exhibit A to Subscriber only a portion acquire up to that number of additional shares of Common Stock equal to two hundred percent (200%) of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed shares of common stock being purchased hereunder and exercisable only for a cash Purchase Price of $50,000,000 0.50 per share (the shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrant collectively are referred to herein as the “Maximum OfferingWarrant Shares”). The Company may accept subscriptions for such period Shares, the Warrant and the Warrant Shares collectively are referred to herein as required to sell the maximum amount “Securities”. (g) The sale of the Securities, Units will take place in one or such shorter period if required by applicable law more closings (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all Closing” or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”), the first of which is scheduled to close on or about March 31, 2021, subject to the satisfaction of all parties hereto of their obligations herein. The minimum investment amount shall be $25,000 by each Purchaser in the Offering, although the Company may waive this minimum in its sole discretion and accept lesser investment amounts from Purchasers. The maximum Offering size shall be 4,000,000 Units. There shall be no minimum Offering size. Purchaser acknowledges and agrees that their subscription is irrevocable and binding on the part of the Purchaser and that once the funds have been tendered, the Company may conduct a Closing without any consent or notice to the Purchaser. Once a Closing has occurred, the subscribed funds will become assets of the Company and will be available for use by the Company as described herein. (eh) In The Company plans to use the event proceeds from the Offering for acquisitions, capital expenditures, and general working capital purposes. (i) Purchaser hereby agrees not to, and will cause its affiliates not to, enter into any “put equivalent position” as such term is defined in Rule 16a-1 under the Securities Exchange Act of rejection of this subscription in its entirety1934, as amended (the “Exchange Act”), or Short Sale (as defined below) position (a) with respect to the Securities; or (b) with respect to the Company’s Common Stock, prior to the exercise in the event the sale full of the Securities (Warrants by the Purchaser, or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectexpiration of the Warrants held by the Purchaser.

Subscription. (a) The Subject to the terms and conditions hereof, and in reliance upon the representations and warranties contained in this subscription agreement (this “Agreement”), the undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests shares of common stock (the “SecuritiesShares”), of Rock Fund VII-ATPG Specialty Lending, LLC, a Delaware limited liability company Inc. (the “Company”) on the terms and conditions described herein, in the Company’s Private Placement Memorandum (together with any appendices and supplements thereto, the “Memorandum”), at a purchase price in the Company’s Amended and Restated Certificate of $_____________ Incorporation, dated as of [•], 2011 (the “Purchase PriceCertificate”), upon in the Company’s Bylaws, dated as of [•], 2011 (the “Bylaws”), in the Investment Advisory and Management Agreement between the Company and TSL Advisers, LLC (the “Adviser”), dated as of [•], 2011 (the “Advisory Agreement”) and in the Administration Agreement between the Company and the Adviser, dated as of [•], 2011 (the “Administration Agreement”). The Subscriber has received the Memorandum, the Certificate, the Bylaws, the Advisory Agreement and the Administration Agreement. The Company expects to enter into separate subscription agreements (the “Other Subscription Agreements,” and, together with this Agreement, the “Subscription Agreements”) with other subscribers (the “Other Subscribers,” and together with the Subscriber, the “Subscribers”), providing for the sale of Shares to the Other Subscribers. This Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Subscribers are to be separate sales. Capitalized terms used but not defined herein have the meanings ascribed to them in the Memorandum. (b) The Subscriber agrees to purchase Shares for an aggregate purchase price equal to the amount set forth on the signature page hereof (the “Capital Commitment”), payable at such times and in such amounts as required by the Company, under the terms and subject to the conditions set forth herein. The rightsOn each Capital Drawdown Date (as defined below), preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber agrees to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by purchase from the Company, and the Subscriber shall be deemed Company agrees to have read, understood, executed, accepted and become a party issue to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in partSubscriber, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (Shares equal to the “Maximum Offering”). The Company may accept subscriptions for such period as Drawdown Share Amount at an aggregate price equal to the Drawdown Purchase Price; provided, however, that in no circumstance will a Subscriber be required to sell the maximum purchase Shares for an amount in excess of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)its Unused Capital Commitment. (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) Buyer hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests that number of shares of the Seller's Series B-2 Convertible Preferred Stock (the “Securities”Series B-2 Convertible Preferred Stock being hereinafter referred to as the "Preferred Shares"), of Rock Fund VII-A, LLC, a Delaware limited liability company par value $0.01 per share (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon which shares are convertible on the terms and conditions set forth hereinin the instruments governing the Preferred Shares into a certain number of shares (the "AUGI Conversion Shares") of the common stock of the Seller, $0.01 par value per share (the "AUGI Common Stock")). The rights, preferences undersigned Buyer also hereby subscribes for and privileges related agrees to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale purchase a certain number of warrants (the “Offering Statement”). "AUGI Warrants") to purchase a certain number of shares (bthe "AUGI Warrant Shares") By executing of the AUGI Common Stock. Pursuant to SECTION 3(O)(B) of this Subscription Agreement, Subscriber acknowledges that Subscriber has received the Buyer also shall have the right, on the terms and conditions set forth in said SECTION 3(O)(B), to acquire a certain number of warrants (the "eXodus Warrants") to purchase a certain number of shares (the "eXodus Warrant Shares") of the common stock (the "eXodus Common Stock") of eXodus Technologies, Inc. ("eXodus"), a corporation which is a subsidiary of the Seller. The Preferred Shares, the AUGI Conversion Shares, the AUGI Warrants, and the AUGI Warrant Shares and, if they become issuable in the future in accordance with the terms of SECTION 3(O)(B) of this Subscription Agreement, a copy the eXodus Warrants and the eXodus Warrant Shares, are sometimes hereinafter referred to as the "Securities". The number of shares of Preferred Shares and the Offering Statementnumber of AUGI Warrants the Buyer hereby subscribes for and agrees to purchase are set forth below Buyer's name on the signature page hereof, and any other information required by the Subscriber to make an investment decision. It is a condition of aggregate purchase price (the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c"Purchase Price") This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate for such number of Securities sold shall not exceed $50,000,000 Preferred Shares and AUGI Warrants (NOT including the “Maximum Offering”). The Company may accept subscriptions for such period as required additional price to sell be paid in order to exercise the maximum amount of AUGI Warrants or to acquire and exercise the SecuritieseXodus Warrants, or such shorter period if required by applicable law (should the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereofsame become issuable) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 also set forth below Buyer's name on the signature page hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees Subject to purchase $____________ in membership interests (the “Securities”), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon the terms and conditions hereof, at the Closing, the Subscriber hereby agrees to subscribe for and purchase, and the SPAC hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Committed Shares as set forth herein. The rights, preferences and privileges related to on the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”)signature page of this Subscription Agreement. (b) By executing Notwithstanding anything to the contrary contained in this Subscription Agreement, if (i) the Subscriber acknowledges that holds any Class A Shares acquired after the date hereof, along with any related Redemption Rights (such shares acquired after the date hereof, the “Eligible Shares”) as of the fifth calendar day after the effectiveness of Westrock’s Registration Statement on Form S-4 and the SPAC’s Proxy Statement; and (ii) the Subscriber has received (1) does not exercise any right to redeem or convert Class A Shares in connection with the redemption conducted by the SPAC in accordance with the SPAC’s organizational documents and final IPO prospectus in conjunction with the Closing (“Redemption Rights”) with respect to such Eligible Shares (including revoking any prior redemption or conversion elections made with respect to such Eligible Shares), (2) does not Transfer such Eligible Shares prior to the Closing Date, (3) does not vote such Eligible Shares with respect to any proposal contained in the SPAC’s proxy statement seeking stockholder approval of the Transactions (the “Proxy Statement”), and (4) notifies the SPAC of purchase price paid for each Eligible Share, then such Eligible Shares shall be “Non-Redeemed Shares”, and the number of Committed Shares the Subscriber is obligated to purchase under this Subscription Agreement, a copy of the Offering Statement, and any other information required Agreement may be reduced by the Subscriber number of Non-Redeemed Shares. In order to make an investment decision. It is a condition of decrease the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the CompanyCommitted Shares, the Subscriber shall be deemed to have readmust, understood, executed, accepted and become a party at least five Business Days prior to the Operating Agreement. date of the SPAC’s special stockholders meeting to be held pursuant to the Proxy Statement, deliver to the SPAC a certificate in the form attached hereto as Annex A, and shall further, upon the SPAC’s request, promptly provide such additional documents reasonably requested by the SPAC relating to the Eligible Shares. For purposes of this Section 1(b), “Transfer” means any (cx) This Subscription may be accepted sale, offer to sell, contract or rejected agreement to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to any relevant securities, (y) entry into any swap or other arrangement that transfers to another, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount economic consequences of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted ownership of any relevant securities, or (whether z) public announcement of any intention to effect any transaction specified in whole or in partclause (x) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”y). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) 1.1. The undersigned (the “SubscriberPurchaser”) ), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (the “Securities”), of Rock Fund VII-A, from Xxxxx Financing LLC, a Delaware limited liability company (“Landa Financing”) the number of common shares, which represent limited liability company interests in Landa Financing (the “CompanyShares”), set forth on the signature page of this Subscription Agreement (this “Subscription Agreement”) at a purchase price of $_____________ [ ] per Share for the aggregate purchase price set forth on the signature page of this Subscription Agreement (the “Purchase Subscription Price”), upon ) and on the terms and conditions set forth hereinin this Agreement and in the Amended and Restated Operating Agreement of Landa Financing, dated [ ], as may be amended from time to time (the “Operating Agreement”), a copy of which the Purchaser acknowledges he or she or it has received and reviewed. This subscription is submitted by the Purchaser to Landa Management LLC, the manager of Landa Financing (the “Manager,” and together with Landa Financing, the “Xxxxx Parties”) in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the offering by Landa Financing of up to $75,000,000 worth of Shares (the “Maximum Offering Amount”). 1.2. The rights, preferences and privileges related to Purchaser understands that the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities Shares are being offered for sale pursuant to an offering circular, dated [ ], as amended from time to time (the “Offering Circular”), which is part of an Offering Statement on Form 1-A (the “Offering Statement”). , filed with the U.S. Securities and Exchange Commission (bthe “SEC”) pursuant to Regulation A (“Regulation A”) under the Securities Act of 1933, as amended (the “Securities Act”). By executing this Subscription Agreement, Subscriber the Purchaser acknowledges that Subscriber the Purchaser has received and reviewed this Subscription Agreement, a copy of the Offering Statement, including the exhibits thereto, the Offering Materials, and any other information required by the Subscriber Purchaser to make an investment decisiondecision with respect to the Shares. 1.3. It is a condition Notwithstanding the irrevocable agreement of the Company’s acceptance of this subscription that Subscriber become a party Purchaser to purchase the Shares from Landa Financing hereunder, Landa Financing shall have no obligation to sell the Shares or any portion thereof to the Operating Agreement. By executing this AgreementPurchaser unless and until the Manager has accepted the subscription of the Purchaser with respect to such Shares in accordance with Section 3.1, which acceptance may be for all or any portion or all of such Shares, and upon acceptance the determination of which shall be made by the Manager in its sole discretion at any time until the earlier of the Termination Date (as defined below) or the Manager’s rejection of the subscription by of the Company, Purchaser with respect to such Shares in accordance with Section 2. If the Subscriber shall be deemed Manager accepts the subscription of the Purchaser with respect to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejectedShares, Subscriber’s payment (or portion thereof if partially rejected) will be returned the Purchaser shall remain committed to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (purchase the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount remainder of the Securities, or such shorter period if required Shares upon any subsequent acceptance by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 Manager of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion the Purchaser’s subscription for such Shares, the determination of this offering, on various dates which shall be made by the Manager in its sole discretion at or prior to any time until the earlier of the Termination Date (each a “Closing Date”). (e) In or the event of Manager’s rejection of this the subscription of the Purchaser with respect to such Shares in its entirety, or in the event accordance with Section 2. The closing of the sale of any Shares for which the Securities Manager has accepted the Purchaser’s subscription (or any portion thereofeach, a “Closing”) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectoccur promptly following such acceptance.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests units comprised of one (1) share of Voting Common Stock, having no par value (the “SecuritiesVoting Common Stock”), of Rock Fund VII-ALegion Works, LLCInc., a Delaware limited liability company corporation (the “Company”), and one half (1/2) of one (1) warrant to purchase one half (1/2) of one (1) share of Voting Common Stock (the “Warrant”) of the Company (the “Units”), at a purchase price of $_____________ 3.60 per Unit (the “Purchase Per Unit Price”), upon the terms and conditions set forth herein. The rightsminimum subscription is $504.00. The shares of Voting Common Stock, preferences the Warrants and privileges related the Units being subscribed for under this Subscription Agreement and the shares of Voting Common Stock issuable upon exercise of the Warrants are also referred to as the Securities “Securities.” The rights of the Voting Common Stock are as set forth in the Operating Agreement for Company’s Amended & Restated Certificate of Incorporation (the Company which is attached “Restated Certificate”), filed as Exhibit 2.2 2.1 to the Offering Statement (SEC File. No. 24-11169) of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). The terms of the Warrants are as set forth in the Warrant attached as Appendix B to this Subscription Agreement. In this Subscription Agreement, the shares of Voting Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Voting Common Stock issuable upon exercise of the Warrants are referred to as the “Warrant Shares.” (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated August 2, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement and as subsequently supplemented. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 11,400,00 Units (the “Maximum Offering”)) or a maximum of 17,100,000 shares of Voting Common Stock if the maximum number of units are sold and all Warrants that are part of the Units are exercised. The Company may accept subscriptions for such period as required to sell until the maximum amount of Maximum Offering has been sold or unless the Securities, or such shorter period if required by applicable law Company terminates the Offering sooner in its sole discretion (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests the Series A Preferred Stock (the “Securities”), of Rock Fund VII-AT Stamp, LLCInc., a Delaware limited liability company corporation (the “Company”), at a purchase price of $_____________ 7.79 per share (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rightsminimum subscription is $1,000 representing 167 shares of the Company. Investors participating in the SeedInvest Auto Invest program have a lower minimum subscription of $200, representing 34 shares of the Company. The Series A Preferred Stock being subscribed for under this Subscription Agreement and the Common Stock (“Conversion Shares”), issuable upon conversion/exercise of the Series A Preferred Stock are also referred to as the “Securities.” The rights and preferences and privileges related to of the Securities Series A Preferred Stock are as set forth in the Operating Agreement for the Company which is attached Company’s Amended and Restated Certificate of Incorporation included as Exhibit 2.2 an exhibit to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 5,600,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required until (i) the date the Maximum Offering has been sold to sell investors; (ii) 12 months after qualification by the maximum amount of the SecuritiesSEC, or such shorter period if required (iii) the date at which the offering is earlier terminated by applicable law the Company in its sole discretion (the “Termination Date”). Providing that subscriptions for $5,000,000 of 1,300,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned A. Pursuant to this agreement, in order to enable and implement the exchange of the TAM Securities for ADSs representing ordinary shares of LAN (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (the “SecuritiesLAN ADSs”), the Suscriptor hereby confirms that persons holding [*] TAM ADSs and [*] preferred shares of Rock Fund VII-ATAM have instructed it, LLC, a Delaware limited liability company (solely on their behalf and not in any other capacity different from the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are roles set forth in the Operating Agreement preamble, to exchange such TAM Securities and, in exchange therefore subscribe for [*] shares of Holdco II. With this agreement, on behalf of such persons, the Subscriptor so subscribes. For purposes hereof, Holdco II confirms that it will utilize as subscription price, the equivalent of the net asset value of the TAM Securities contributed as payment for such exchange subscription when payment is made. B. The share certificates of the Holdco II shares will be held in custody by Holdco II and will be registered under the name of the Subscriptor, for the Company which is attached as Exhibit 2.2 benefit of the holders of TAM Securities that delivered their TAM Securities to the Offering Statement filed with Agent in acceptance of the SECExchange Offer, as is further explained below. C. Holdco II confirms that once the Merger becomes effective, (i) LAN, in its capacity of legal successor of Holdco II as a consequence of the Merger, will issue and deliver to the Depositary the respective shares of LAN, for the account of the Subscriptor and for the benefit of those accepting the Exchange Offer, and (ii) the Depositary will be required to issue and deliver the respective LAN ADSs to those accepting the Exchange Offer through the Agent, in order to consummate the Exchange Offer. D. The payment of the shares of Holdco II that are hereby subscribed for will be made on the settlement date of the Exchange Offer, as such date is defined in section 6.8 of the Edital (the “Settlement Date”), by means of the contribution of [*] TAM Securities, at a rate of one share of Holdco II for each TAM Security. E. The delivery of the TAM Securities on the Settlement Date will be made by the Agent directly to LAN, on its capacity of legal successor of Holdco II as a consequence of the Merger. Such delivery to LAN will take place, pursuant to which the Securities are being offered for sale Exchange Offer, once what is set forth in numbers (the “Offering Statement”)i) and (ii) of paragraph C above is satisfied. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Common Stock (the “Securities”), of Rock Fund VII-AStartEngine Crowdfunding, LLCInc., a Delaware limited liability company Corporation (the “Company”), at a purchase price of $_____________ 25.00 per share of Common Stock (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to minimum subscription is $500. The rights of the Securities Common Stock are as set forth in Sixth Amended and Restated Certificate of Incorporation and Bylaws included in the Operating Agreement for the Company which is attached as Exhibit 2.2 Exhibits to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. 024-11806), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 [_________] (the “Maximum Offering”), [________] of which are being sold by certain of the Company’s existing stockholders (collectively, the “Selling Stockholders”). The Company may accept subscriptions until [_______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law Maximum Offering (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests the Common Stock (the “Securities”), of Rock Fund VII-ALiquidPiston, LLCInc, a Delaware limited liability company corporation (the “Company”), at a purchase price of $_____________ 45.00 per share (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to minimum subscription is $765. The rights of the Securities Common Stock are as set forth in the Operating Agreement for the Company which is attached Amended and Restated Certificate of Incorporation filed as Exhibit 2.2 an exhibit to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that StartEngine Primary, LLC (“StartEngine Primary”), which is serving as the Company’s broker-dealer in this offering, will assess a processing fee of 3.5% of the value of the shares subscribed for. This processing fee shall count against the per investor limit set out in Section 4(d)(ii) below. (c) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (cd) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a an applicable Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed $50,000,000 638,888 shares of Common Stock (the “Maximum Offering”), 95,833 of which are being sold by certain of the Company’s existing stockholders (collectively, the “Selling Stockholders”). The There is no minimum required offering amount and the Company may accept subscriptions for such period as required to sell until the maximum amount termination of the Securities, or such shorter period if required by applicable law Offering in accordance with its terms (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, including the Market Stand-Off in Section 6 and the Proxy in Section 7, in substantially the form set forth in Sections 6 and 7, respectively. The Company shall not record any transfer of Securities on its books unless and until such Transferee shall have complied with the terms of this Section 1(g).

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Class A Common Stock (the “Securities”), of Rock Fund VII-AMax International, LLC, Inc. a Delaware limited liability company Utah corporation (the “Company”), at a purchase price of $_____________ 8.333352 per share of Class A Common Stock (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related Class A Common Stock being subscribed for under this Subscription Agreement is also referred to as the “Securities.” The rights of the Securities are as set forth in the Operating Agreement for Certificate of Conversion dated February 16, 2023 and the Company which is attached Articles of Incorporation dated February 16, 2023 filed as Exhibit 2.2 Exhibits 2.1 and 2.2, respectively, to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement” and the offering of the Securities as described therein, the “Offering”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This The parties acknowledge that, concurrently with Subscriber's subscribing to the Offering and executing this Subscription Agreement, Subscriber has also agreed to be party to a Statement of Account (Custody), between Subscriber and North Capital Private Securities Corporation, as custodian for the Securities (“North Capital” or “Custodian” and with such agreement being the “Custody Agreement”). By executing this Subscription Agreement, the Subscriber is agreeing, for the benefit of the Company, that all Securities being acquired as part of the Offering shall be held by and in the name of North Capital, as custodian for the Subscriber, under the terms of the Custody Agreement, and that the books and records of the Company will reflect the Custodian as the holder of record of such Securities, with the Subscriber being the beneficial owner thereof. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed $50,000,000 3,599,992 shares of Class A Common Stock (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell until the maximum amount termination of the Securities, or such shorter period if required by applicable law Offering in accordance with its terms (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company and North Capital (a “Transfer Instrument”), each in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement and the Custody Agreement, including the Transferee’s agreement that (A) such Securities through an account with the Custodian and (B) that the Custodian will be the holder of record of the Securities on the books and records of the Company. The Company will provide a sample Transfer Instrument upon request of the Subscriber sent to the Company’s Secretary by written notice sent in accordance with Section 7.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Common Stock (the “Securities”), of Rock Fund VII-A, LLCSondors Electric Car Company, a Delaware limited liability company corporation (the “Company”), at a purchase price of $_____________ 28.68 per share (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to rights of the Securities Common Stock are as set forth in the Operating Agreement for Certificate of Incorporation, as amended, included in the Company which is attached as Exhibit 2.2 Exhibits to the Offering Statement of the company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated May __, 2017 (the “Offering Circular”), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 697,350 shares of Common Stock (the “Maximum Offeringmaximum number of shares”). The Company may accept subscriptions for such period as required to sell until ______, 2017, unless otherwise extended by the maximum amount of the Securities, or such shorter period if required by Company in its sole discretion in accordance with applicable law SEC regulations (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for Subscriber acknowledges and agrees to purchase $____________ in membership interests that this subscription (i) is irrevocable on the “Securities”)part of the Subscriber, of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), ii) is conditioned upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for acceptance by the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale and (the “Offering Statement”). (biii) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company at in its sole discretiondiscretion at any time. In additionThe Subscriber agrees to be bound by all the terms and provisions of this Subscription Agreement, the Memorandum, the Company’s bylaws, at its sole discretionin the form attached hereto as Appendix C (as amended, may allocate the “Bylaws”), the Company’s articles of incorporation, in the form attached hereto as Appendix D (as amended, the “Charter”), the Investment Advisory Agreement by and between Barings LLC (the “Adviser”) and the Company, in the form attached hereto as Appendix E (as amended, the “Advisory Agreement”) and the Administration Agreement by and between the Company and Barings LLC, the administrator (the “Administrator”), in the form attached hereto as Appendix F (as amended, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, the “Operative Documents”) together with this Subscription Agreement. (b) The Subscriber agrees to Subscriber only a portion purchase Shares for the aggregate purchase price set forth on the signature page below, payable under the terms and subject to the conditions set forth herein. The minimum purchase amount for Shares is $50,000, after which additional investments must be in increments of $5,000, each subject to the discretion of the amount of Securities Subscriber has subscribed for. Company (including, but not limited to, the discretion to accept a lower amount). (c) The Company will notify Subscriber whether this subscription is accepted (whether in whole file or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 has filed a registration statement on Form 10 (the “Maximum OfferingRegistration Statement”) for the registration of its common stock with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Registration Statement is not the offering document pursuant to which the Company is conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained in the Memorandum, together with reports the Company may accept subscriptions for such period as required file under the Exchange Act from time to sell the maximum amount of the Securitiestime, or such shorter period if required by applicable law in making its investment decisions. The Company expects to enter into separate Subscription Agreements (the “Termination DateOther Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”). Providing that subscriptions for $5,000,000 of Securities are received ) with other investors (the “Minimum OfferingOther Investors,” and together with the Subscriber, the “Investors”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event providing for the sale of Shares to the Securities (or any portion thereof) is not consummated for any reason, this Other Investors. This Subscription Agreement shall have no force or effectand the Other Subscription Agreements are separate agreements, except for Section 5 hereof, which shall remain in force and effectthe sales of Shares to the undersigned and the Other Investors are to be separate sales.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Series Interests (the “Securities”), of Rock Fund VII-A, LLCWhimsy Properties LLC Series #1, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ 100 per Series Interest (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to minimum subscription is $100. The rights of the Securities Series Interests are as set forth in the Operating Agreement for Company’s limited liability company agreement filed as exhibit 2.2 (the “Limited Liability Company which is attached as Exhibit 2.2 Agreement”) to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription AgreementAgreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become becomes a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Limited Liability Company Agreement. (c) This By subscribing to the Offering and executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) hereby joins as a party that is designated (a) as a “Economic Member” under the Limited Liability Company Agreement, in substantially the form attached to the Offering Circular as Exhibit 2.2 (the “Limited Liability Company Agreement”). Any notice required or permitted to be given to the Subscriber under the Limited Liability Company Agreement shall be given to Subscriber at the address provided with the Subscriber’s subscription. Subscriber confirms that Subscriber has reviewed the Limited Liability Company Agreement and agrees to be bound by the terms thereof as a party who is designated as a “Economic Member” under the Limited Liability Company Agreement. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (de) The aggregate number of Securities sold shall not exceed $50,000,000 6,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell until the maximum amount termination of the Securities, or such shorter period if required by applicable law Offering in accordance with its terms (the “Termination Date”). Providing that subscriptions for $5,000,000 of 3,500 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (ef) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (g) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) 1.1 Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes agrees to subscribe for and purchase, and the Company hereby agrees to purchase issue and sell to Subscriber, 490,197 shares of Buyer Class A Common Stock at a per share price of $____________ in membership interests 10.20 per share (the “SecuritiesShares”), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a for an aggregate purchase price of $_____________ 5,000,009.40 (the “Purchase Price”). The purchase and sale of the Shares shall occur by the sixtieth (60th) day following the Closing (or if such sixtieth day is not a Business Day, upon by the terms and next occurring Business Day) (the “Outside Date”) (the “Subscription Closing Date”), following the satisfaction or waiver of the conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, at the offices of Xxxxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, XX 00000, or such other place as shall be determined by agreement between the Company and Subscriber. 1.2 On the Subscription Closing Date, (i) the Company shall issue the Shares to Subscriber acknowledges that and cause the Shares to be registered in book-entry form in the name of Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of (or its nominee in accordance with Subscriber’s delivery instructions) on the Company’s acceptance of this subscription that share register maintained by its registrar and transfer agent, and (ii) Subscriber become a party shall deliver to the Operating Agreement. By executing this Company payment of the Purchase Price by wire transfer of immediately available funds to an account specified in writing by the Company prior to the Subscription Closing Date. 1.3 If any change in the Company’s capitalization shall occur between the date hereof and immediately prior to the Subscription Closing Date by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, the number and type of Shares issued to Subscriber shall be appropriately adjusted to reflect such change. 1.4 The parties hereby agree that the Shares shall constitute “Registrable Securities,” and for the avoidance of doubt shall not constitute “TVAC Shares,” under that certain Amended and Restated Registration and Stockholder Rights Agreement, by and upon acceptance of the subscription by among the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by certain stockholders of the Company at its sole discretion. In additionand unitholders of Inspirato, the Company, at its sole discretion, may allocate to Subscriber only a portion be dated as of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 Closing (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum OfferingRegistration Rights Agreement”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale as if held by Subscriber as of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectdate of the Registration Rights Agreement.

Subscription. (a) The undersigned (“Subscriber”) Section 9.1 Subscriber hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests the number of shares (the “"Securities”") of Series A Preferred Stock, par value $.001 per share (the "Preferred Stock"), and the number of Common Stock Purchase Warrants (the "Warrants", and together with the Preferred Stock, the "Securities"), of Rock Fund VII-A, LLCInformation Architects Corporation, a Delaware limited liability company North Carolina corporation (the “"Company”"), indicated on the signature page attached hereto at a the purchase price of $_____________ set forth on such signature page (the “"Purchase Price”"), upon . Subscriber has made payment by wire transfer of funds in accordance with instructions from the terms and conditions set forth herein. The rights, preferences and privileges related to Company in the full amount of the Purchase Price of the Securities are set forth in the Operating Agreement for the Company which Subscriber is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale subscribing (the “Offering Statement”"Payment"). Section 9.2 Subscriber understands that it will not earn interest on any funds held by the Company prior to the date of closing of this offering (bthe "Offering"). Stonegate Securities, Inc. (the "Placement Agent") By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy and the Company may hold an initial closing of the Offering Statement(the "Initial Closing") at any time. The date of the Initial Closing is hereinafter referred to as the "Initial Closing Date". The Company may hold additional interim closings after the Initial Closing. Any such interim closings are each hereinafter referred to as an "Additional Closing" and shall occur on one or more dates each hereinafter referred to as an "Additional Closing Date". The Initial Closing Date and the Additional Closing Dates are each hereinafter sometimes referred to as a "Closing Date". Upon receipt by the Company of the requisite payment for all Securities to be purchased by the subscribers whose subscriptions are accepted at the Initial Closing or any Additional Closing, as applicable, and any other information required by subject to the Subscriber to make an investment decision. It is a condition satisfaction of certain conditions, the Securities so purchased will be issued in the name of each such subscriber, and the name of such subscriber will be registered on the stock transfer books of the Company’s acceptance Company as the record owner of this subscription that such Securities. The Company will promptly thereafter issue to each subscriber participating in such closing a stock certificate for the Securities so purchased. Section 9.3 Subscriber become a party hereby agrees to the Operating Agreement. By executing this Agreement, be bound hereby upon (i) execution and upon acceptance of the subscription by delivery to the Company, in care of the Subscriber shall be deemed Placement Agent, of the signature page to have read, understood, executed, accepted this Agreement and become a party to (ii) acceptance on the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Initial Closing Date (or an Additional Closing Date, as hereinafter defined)the case may be, by the Company at of Subscriber's subscription (the "Subscription"). Section 9.4 Subscriber agrees that the Company may, in its sole and absolute discretion, reduce Subscription to any number of shares of Preferred Stock that in the aggregate do not exceed the number of shares of Preferred Stock hereby applied for without any prior notice to or further consent by Subscriber. In additionSubscriber hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Placement Agent, each of the foregoing acting singularly, in each case with full power of substitution, the Companytrue and lawful agent and attorney-in-fact of Subscriber, at its sole discretionwith full power and authority in Subscriber's name, may allocate place and stead to Subscriber only a portion amend this Agreement, including, in each case, Subscriber's signature page thereto, to effect any of the amount foregoing provisions of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateSection 1.4. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (Section 9.5 Subscriber agrees and understands that the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount principals of the SecuritiesPlacement Agent may purchase Securities in this offering for their own account, or such shorter period if required by applicable law (and that the “Termination Date”). Providing that subscriptions for $5,000,000 Placement Agent has traded securities of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection date of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectAgreement.

Subscription. (a) The undersigned (“Subscriber”) Subscriber hereby irrevocably subscribes for and agrees commits to purchase $_____________ in membership interests shares (the “SecuritiesShares”), ) of Rock Fund VII-A, LLC, Class _________ Stock of the Company (Class A must subscribe to a Delaware limited liability company (the “Company”minimum of 2,500 shares), at a purchase price of $4.00 per share, for a total purchase price of $_____________ (the “Purchase Price”)_________, upon the terms and conditions set forth hereinherein (the or this “Subscription”). The rights, preferences and privileges related to total purchase price for the Securities are set forth Subscription is payable in the Operating manner provided in Section 3 below. The Shares being subscribed for under this Agreement for are sometimes referred to herein as the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which “Securities.” (b) The Subscriber understands that the Securities are being offered for sale pursuant to the Form 1-A, Regulation A Offering Statement, including an Offering Circular dated _____________, 2017, with exhibits (the “Offering StatementCircular”). (b) , as filed with the SEC. A full description of the Securities and the Offering is set forth in the Offering Circular. By executing this Subscription Agreementsubscribing to the Offering, the Subscriber acknowledges that Subscriber he/she/it has received this Subscription Agreement, and reviewed a copy of the Offering Statement, Circular and any other information required requested by the Subscriber in writing to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party decision with respect to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating AgreementSecurities. (c) This Subscription may be accepted or rejected rejected, in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at in its sole discretion. In addition, the Company, at in its sole discretion, may allocate to the Subscriber only a portion of the amount number of Securities Subscriber has Shares subscribed for. The Company will notify the Subscriber whether this subscription Subscription is accepted (whether in whole or in part) or rejected, within 30 days of the receipt of the fully-executed Agreement and tender of funds. If Subscriber’s subscription the Subscription is rejected, the Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber him/her/it without interest and all of the Subscriber’s obligations hereunder shall terminate. (d) The aggregate maximum number of Securities shares of the Company’s common stock that may be sold in this Offering shall not exceed $50,000,000 500,000 shares of Class A Stock and 250,000 shares of Class B Stock (collectively, the “Maximum OfferingShares”). The Company may accept subscriptions until twelve months following the date of the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as required may be sought to sell the maximum amount of the Securities, or such shorter period if required by applicable law Maximum Shares (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”)Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the set an earlier Termination Date (each a “Closing Date”)and end the Offering. No minimum number of shares is required to be sold. (e) In the event of a rejection of this subscription Subscription in its entirety, or in the event the sale of the Securities Shares (or any portion thereof) to the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Agreement shall be binding upon the Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Right of First Refusal provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company, in advance, an agreement acceptable to the Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of the Subscriber and the terms of this Agreement.

Subscription. (a) A. The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $__the number of Shares (the “Shares”) at a purchase price of __________ Dollars ($ 0.002) per share. B. The undersigned hereby authorizes the Company to accept on the undersigned’s behalf a check, in membership interests the amount of the purchase price of the Shares (the “SecuritiesPayment”), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of ) subscriber for $_____________ (in cash. Checks payable to Vitamin Blue, Inc. shall be directed to: Vitamin Blue, Inc. 0000 X. 00xx Xxxxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx X. Xxxxxxx, President Checks must be accompanies by a fully executed copy of this Subscription Agreement. The fully executed original of this Subscription Agreement shall be returned to the “Purchase Price”), upon Company. The undersigned further agrees to execute and deliver to the Company any other documents reasonably requested by the Company necessary to comply with the terms and conditions set forth herein. established below to qualify as a purchaser of Shares. C. The rights, preferences and privileges related undersigned understands that the Payment will be returned promptly to the Securities are set forth undersigned if the undersigned’s subscription is rejected in whole or in part for any reason or for no reason. Upon receipt by the Operating Agreement Company of the requisite payment for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are Shares being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required purchased by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreementundersigned, and upon acceptance of the this subscription by the Company, the Subscriber shall Shares so purchased will be deemed issued in the name of the undersigned and the undersigned will be registered on the stock transfer books of the Company as the record owner of such Shares. D. The undersigned hereby acknowledges receipt of a copy of the Offering Memorandum and agrees to have read, understood, executed, accepted be bound thereby upon the (1) execution and become a party delivery to the Operating Agreement. Company of the signature page to the undersigned’s completed questionnaire submitted by the undersigned (cthe “Questionnaire”) This and this Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date Agreement and (as hereinafter defined), 2) acceptance by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriberundersigned’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 for Shares (the “Maximum OfferingSubscription”). The Company may accept subscriptions for undersigned acknowledges that the information contained in the Offering Memorandum is confidential and nonpublic and agrees that all such period as required to sell information shall be kept in confidence by the maximum amount of undersigned and neither used by the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior undersigned to the Termination Date undersigned’s personal benefit (each a “Closing Date”). (eother that in connection with this Subscription) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or nor disclosed to any portion thereof) is not consummated third party for any reason; provided that this obligation shall not apply to any such information which (i) is part of the public knowledge or literature and readily accessible at the date hereof; (ii) becomes part of this public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision); or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements including, without limitation, any Subscription Agreement they may have entered into with the Company). IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MARITS AND RISKS INVOLVED. THESE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER-ABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. SIGNATURE The signature page to this Subscription Agreement shall have no force or effectis contained as part of the applicable Subscription Package, except for Section 5 hereof, which shall remain in force and effectentitled “Signature Page.”

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests 6,500,000 shares of Class A Preferred Stock (“Preferred Stock”) and up to 6,500,000 shares of Class A Common Stock into which the Preferred Stock may convert (the “Securities”), of Rock Fund VII-AGolfSuites 1, LLCInc., a Delaware limited liability company Corporation, (the “Company”), at a purchase price of $_____________ 7.50 per share (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, minimum subscription is $525. The Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Preferred Stock are also referred to as the “Securities.” The rights and preferences and privileges related to of the Securities Preferred Stock are as set forth in the Operating Agreement for Second Certificate of Amendment to the Company which is attached Amended and Restated Certificate of Incorporation included as Exhibit 2.2 2.1 to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [__________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 6,500,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell until the maximum amount termination of the Securities, or such shorter period if required by applicable law Offering in accordance with its terms (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. ​ (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees Subject to purchase $____________ in membership interests (the “Securities”), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon the terms and conditions hereof and the provisions of the Form C, the undersigned hereby subscribes for the Securities set forth hereinon the signature page hereto for the aggregate purchase price set forth on the signature page hereto, which is payable as described in Section 4 hereof. Subscriber understands and acknowledges that the subscription may not be revoked within the 48 hour period prior to a closing (as described below) of the Offering. The rights, preferences and privileges related to undersigned acknowledges that the Securities are will be subject to restrictions on transfer as set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale this subscription agreement (the “Offering StatementSubscription Agreement”). (b) By executing this Subscription Agreement, Subscriber acknowledges the undersigned (and, if the undersigned is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom the undersigned is so purchasing) hereby joins as a party that Subscriber has received this Subscription Agreement, a copy is designated (a) as an “Investor” under each of (i) the Amended and Restated Investors’ Rights Agreement to be dated as of the Offering Statementinitial Closing, in substantially the form attached hereto as Exhibit A (the “Investors’ Rights Agreement”), and any other information required by (ii) the Subscriber Amended and Restated Right of First Refusal Agreement and Co-Sale Agreement to make an investment decision. It is a condition be dated as of the Company’s acceptance of this subscription that Subscriber become a party to initial Closing, in substantially the Operating form attached hereto as Exhibit B (the “First Refusal Agreement. By executing this Agreement”), and upon acceptance (b) as a “Rights Holder” under the Amended and Restated Voting Agreement to be dated as of the subscription initial Closing, in substantially the form attached hereto as Exhibit C (the “Voting Agreement”), in each case as entered into by and among the Company, the Subscriber investors in the Company’s Series Seed Preferred Stock, Series A Preferred Stock, Series A-2 Preferred Stock and Series CF Preferred Stock and certain other stockholders of the Company. The Investors’ Rights Agreement, First Refusal Agreement and Voting Agreement collectively are referred to herein as the “Investment Agreements”. Any notice required or permitted to be given to the undersigned under any of the Investment Agreements shall be deemed given to have read, understood, executed, accepted the undersigned at the address provided with the undersigned’s subscription. The undersigned confirms that the undersigned has reviewed the Investment Agreements and become will be bound by the terms thereof as a party to who is designated as an “Investor” under the Operating Investors’ Rights Agreement and the First Refusal Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (and as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In Rights Holder” under the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.Voting Agreement. ​ ​

Subscription. (a) The 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests units (each, a ”Unit”) of the Company at a price of US$0.10 per Unit (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price as set out on the signature page of this Subscription Agreement (the “SecuritiesSubscription Proceeds”)) which is tendered herewith, on the basis of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon representations and warranties and subject to the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth . 1.2 Each Unit will consist of one common share in the Operating Agreement for capital of the Company which is (each, a “Share”) and one common share purchase warrant (each warrant, a “Warrant”) subject to adjustment. Each Warrant shall be non-transferable. Each Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company (each, a “Warrant Share”), as presently constituted, for a period of three years commencing from the Closing Date (defined herein) at an exercise price of US$0.25 per Warrant Share. Certificates representing the Warrants will be in the form attached as Exhibit 2.2 D hereto. The Shares, Warrants and Warrant Shares are referred to herein as the “Securities”. 1.3 The Company hereby agrees to sell, on the basis of the representations and warranties and subject to the Offering Statement filed with terms and conditions set forth herein, the SECUnits to the Subscriber. Subject to the terms hereof, pursuant to which the Securities are being offered for sale (Subscription Agreement will be effective upon its acceptance by the “Offering Statement”)Company. (b) By executing this Subscription Agreement, 1.4 The Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is finder’s fee or a condition of the Companybroker’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription commission may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), paid by the Company at its sole discretion. In addition, in connection with the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateSubscription. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required 1.5 Unless otherwise provided, all dollar amounts referred to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain are in force and effectlawful money of the United States of America.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests from GTY, and GTY agrees to issue and sell to the undersigned, such number of Ordinary Shares as is set forth on the signature page of this Subscription Agreement (the “SecuritiesSubscribed Shares”), for a purchase price of Rock Fund VII-A$10.00 per share, on the terms and conditions set forth herein. (b) [Immediately prior to the issuance of the Subscribed Shares, GTY Investors, LLC, a Delaware limited liability company (the “CompanySponsor”), at will surrender to GTY for cancellation for no consideration a purchase price number of Class B ordinary shares of GTY, par value $_____________ 0.0001 per share (together with the Class A Ordinary Shares, the “Ordinary Shares”), rounded down to the nearest whole share, equal to 7.5% of the number of Subscribed Shares (the “Purchase PriceCancelled Shares”). Concurrently with the issuance of the Subscribed Shares, upon in consideration for the terms and conditions set forth herein. The rightsundersigned’s acquisition of the Subscribed Shares, preferences and privileges related GTY shall issue to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 undersigned such number of Class A Ordinary Shares equal to the Offering Statement filed number of Cancelled Shares (such shares together with the SECSubscribed Shares, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement.Shares”).]1 (c) This [The undersigned represents and warrants to GTY that it currently is the legal and beneficial owner of the number of Class A Ordinary Shares specified as “Owned Shares” on the signature page of this Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretionAgreement. In additionconsideration for GTY’s agreement to issue the Shares to the undersigned, the Companyundersigned agrees that it will not sell, at its sole discretiontransfer, may allocate to Subscriber only a portion pledge or otherwise dispose of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for any such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or Owned Shares prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale closing of the Securities (or Business Combination, and will not seek redemption of any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain such Owned Shares in force and effect.connection with the Business Combination.]2

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Series A Preferred Stock (the “Securities”), of Rock Fund VII-AGolfSuites 5, LLCInc., a Delaware limited liability company Corporation (the “Company”), at a purchase price of $_____________ 5 per share (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, minimum subscription is $500. The Series A Preferred Stock being subscribed for under this Subscription Agreement and the Class A Common Stock (“Common Stock”) issuable upon conversion of the Series A Preferred Stock are also referred to as the “Securities.” The rights and preferences and privileges related to of the Securities Series A Preferred Stock are as set forth in the Operating Agreement for the Company which is attached Certificate of Incorporation included as Exhibit 2.2 2.1 to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 10,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law Maximum Offering (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests units comprised of one (1) share of Voting Common Stock, having no par value (the “SecuritiesVoting Common Stock”), of Rock Fund VII-ALegion Works, LLCInc., a Delaware limited liability company corporation (the “Company”), and one half (1/2) of one (1) warrant to purchase one half (1/2) of one (1) share of Voting Common Stock (the “Warrant”) of the Company (the “Units”), at a purchase price of $_____________ X.XX per Unit (the “Purchase Per Unit Price”), upon the terms and conditions set forth herein. The rightsminimum subscription is $X,XXX.00. The shares of Voting Common Stock, preferences the Warrants and privileges related the Units being subscribed for under this Subscription Agreement and the shares of Voting Common Stock issuable upon exercise of the Warrants are also referred to as the Securities “Securities.” The rights of the Voting Common Stock are as set forth in the Operating Agreement for Company’s Amended & Restated Certificate of Incorporation (the Company which is attached “Restated Certificate”), filed as Exhibit 2.2 2.1 to the Offering Statement on Form 1-A POS (SEC File. No. 24-11169) of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). The terms of the Warrants are as set forth in the Warrant attached as Appendix B to this Subscription Agreement. In this Subscription Agreement, the shares of Voting Common Stock issuable as part of a Unit are referred to as the “Unit Shares” and the shares of Voting Common Stock issuable upon exercise of the Warrants are referred to as the “Warrant Shares.” (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated July 27, 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement as supplemented or amended. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 11,400,00 Units (the “Maximum Offering”)) or a maximum of 17,100,000 shares of Voting Common Stock if the maximum number of units are sold and all Warrants that are part of the Units are exercised. The Company may accept subscriptions for such period as required to sell until the maximum amount of Maximum Offering has been sold or unless the Securities, or such shorter period if required by applicable law Company terminates the Offering sooner in its sole discretion (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Class A Common Stock (the “Securities”), of Rock Fund VII-AXxx Electric Vehicles, LLCInc, a Delaware limited liability company corporation (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to rights of the Securities are as set forth in the Operating Agreement for the Company which is attached Company’s Second Amended and Restated Certificate of Incorporation, included as Exhibit 2.2 an exhibit to the Offering Statement filed Statement. (i) Subscriber acknowledges that Subscriber has read the educational materials on the landing page, and has been informed of Subscriber’s right to cancel the investment up to 48-hours prior to the Target Date; however, once the Subscription Agreement is accepted by the Company there is no cancelation right; (ii) Subscriber acknowledges that there may be promoters for this Offering, and in the case that there are any communications from promoters, the promoter must clearly disclose in all communications the receipt of compensation, and that the promoter is engaged in promotional activities on behalf of the Company. A promoter may be any person who promotes the Company's offering for compensation, whether past or prospective, or who is a founder or an employee of an issuer that engages in promotional activities on behalf of the Issuer; and (iii) Subscriber acknowledges that Subscriber has been informed of the compensation that DealMaker Securities LLC and affiliates receives in connection with the SEC, pursuant to sale of securities in the Regulation CF offering and the manner in which the Securities are being offered for sale (the “Offering Statement”)it is received. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities that Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number value of the Securities to be sold by the Company shall not exceed $50,000,000 1,024,991.80 (the “Maximum Offering”to which a transaction fee of 2.5% will be added not to exceed $100/transaction). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securitiesuntil December 31, or such shorter period if required by applicable law 2024 (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities 10,004.82 are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 6 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber as set forth herein and the terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) 1.1 On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase such number of Units as is set forth on page 2 of this Agreement at a price of CAD$0.50 per Unit for the Subscription Amount shown on page 2 of this Agreement, which is tendered herewith (such subscription and agreement to purchase being the “Subscription”), and the Issuer agrees to sell the Units to the Subscriber, effective upon the Issuer’s acceptance of this Agreement. 1.2 The Subscriber acknowledges that the Units have been offered to the Subscriber as part of an offering by the Issuer of additional Units to other subscribers for gross proceeds of up to $____________ 4,000,000 (or any such greater or lesser amount as may be determined by the Issuer in membership interests its sole discretion) (the “Offering”). 1.3 Each Unit will consist of one Share and one Warrant. Each Warrant will entitle the holder thereof to purchase one Warrant Share, as presently constituted, for a period of two (2) years commencing from the Closing Date at an exercise price of CAD$0.75 per Warrant Share. The Units, the Shares, the Warrants and the Warrant Shares are referred to herein as the “Securities”), . 1.4 The Warrants will contain a provision restricting the exercise of Rock Fund VII-A, LLC, a Delaware limited liability company the Warrants as follows: (a) Notwithstanding anything to the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon the terms and conditions contrary set forth herein. The rights, preferences and privileges related at no time may the Subscriber of any Warrant exercise the Warrants if the number of shares to be issued pursuant to such exercise would exceed, when aggregated with all other shares owned by such Subscriber at such time, the number of shares which would result in such Subscriber beneficially owning (as determined in accordance with Section 13(d) of the Securities are set forth Exchange Act of 1934, as amended, and the rules thereunder) in excess of 4.99% of all of the Operating Agreement for shares outstanding at such time; provided, however, that upon the Subscriber providing the Company which is attached as Exhibit 2.2 with sixty-one (61) days’ notice that such Holder would like to the Offering Statement filed waive this Section with the SEC, pursuant regard to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy any or all shares issuable upon exercise of the Offering StatementWarrants, and any other information required by the Subscriber this Section will be of no force or effect with regard to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted all or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount Warrants referenced in such notice; provided, further, that this Section shall be of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted no further force or effect during the sixty-one (whether in whole or in part61) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all days immediately preceding the expiration of Subscriber’s obligations hereunder shall terminatethe term of the Warrants. (d) The aggregate number 1.5 All dollar amounts referred to in this Agreement are in lawful money of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the SecuritiesCanada, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)unless otherwise indicated. (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and Investor agrees to purchase $____________ in membership interests buy and the Company agrees to sell and issue to Investor such number of units (the “SecuritiesUnits”), each Unit consisting of Rock Fund VII-A, LLC, a Delaware limited liability company one common share of the Company (the “CompanyShares”), at a and one warrant to purchase one common share of the Company (the “Warrant”), as set forth on the signature page hereto, for an aggregate purchase price of $_____________ (the “Purchase Price”) equal to the product of (x) the aggregate number of Units the Investor has agreed to purchase and (y) the Purchase Price per Unit, each as set forth on the signature page hereto. The Units are being offered pursuant to a registration statement on Form S-1, File No. 333-220844 (as amended, the “Registration Statement”). The Registration Statement was declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Units and acceptance of Investor’s Subscription. The prospectus (the “Prospectus”), upon which forms a part of the terms and conditions set forth hereinRegistration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The rightsUnits are being offered by Boustead Securities, preferences LLC (the “Underwriter”) as underwriter on a “best efforts, minimum/maximum” basis pursuant to an underwriting agreement (the “Underwriting Agreement”). The completion of the purchase and privileges related sale of the Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities are Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Operating Underwriting Agreement for and the Registration Statement declared effective bythe Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer or ACH transfer of immediately available funds to the Company’s escrow account shall be released to the Company, and (ii) the Company which is attached as Exhibit 2.2 shall cause the Shares and the Warrants to be delivered to the Offering Statement filed Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the SECinstructions set forth on the signature page attached hereto under the heading “DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, pursuant through the DRS or book-entry delivery of Shares and the Warrants on the books and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to which the Securities are being offered for sale Investor at the address indicated on the Signature Page hereof. The Underwriter and any participating broker dealers (the “Offering StatementMembers”) shall confirm, via the Underwriting Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Exchange Act Rule 15c2-4. As per Exchange Act Rule 15c2-4 and FINRA Notice to Members Rule 84-7 (the “Rule”). (b) By executing this Subscription Agreement, Subscriber acknowledges all checks that Subscriber has received this Subscription Agreementare accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. With regards to monies being wired or sent via ACH transfer from an investor’s bank account, the Members shall request the investors send their wires or ACH transfers by the business day immediately following the receipt of a copy completed subscription document. In regards to monies being sent from an investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the Offering next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, and any other information required by all funds deposited in the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) escrow account will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (investors promptly in accordance with the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount terms of the Securities, or such shorter period if required by escrow agreement and applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”)law. (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (the “SubscriberInvestor”) hereby irrevocably subscribes for and agrees to purchase shares of common stock, par value $____________ in membership interests 0.001 per share, (the “SecuritiesShares”)) of Oaktree Strategic Income II, of Rock Fund VII-A, LLC, a Delaware limited liability company Inc. (the “Company,” “we,” “our” or “us”), at ) with a purchase price of $_____________ capital commitment (“Capital Commitment”) in the “Purchase Price”), upon the terms and conditions amount set forth hereinon the signature page below. The rights, preferences Investor acknowledges and privileges related to agrees that this subscription (i) is irrevocable on the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy part of the Offering StatementInvestor, and any other information required (ii) is conditioned upon acceptance by the Subscriber to make an investment decision. It is a condition or on behalf of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (ciii) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company at in its sole discretion. In additionThe Investor has read, acknowledges and is aware of all the terms and provisions of the Company’s Confidential Private Placement Memorandum, at its sole discretionas amended, may allocate restated and/or supplemented from time to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 time (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum OfferingMemorandum”), the Company may elect at any Company’s Amended and Restated Certificate of Incorporation attached hereto as Appendix A, as amended from time to close all or any portion time (the “Charter”), the Company’s Amended and Restated Bylaws attached hereto as Appendix B, as amended from time to time (the “Bylaws”), the Investment Advisory Agreement with Oaktree Capital Management, L.P., our investment adviser (the “Adviser”) attached hereto as Appendix C, as amended from time to time (the “Advisory Agreement”), the Administration Agreement between the Company and Oaktree Fund Administration, LLC, our administrator (the “Administrator”) attached hereto as Appendix D, as amended from time to time (the “Administration Agreement,” and together with the Memorandum, the Charter, the Bylaws and the Advisory Agreement, the “Operative Documents”), together with this Subscription Agreement (the “Subscription Agreement”). Capitalized terms not defined herein are used as defined in the Memorandum. The Company expects to enter into separate Subscription Agreements (the “Other Subscription Agreements,” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Investor, the “Investors”), providing for the sale of this offering, on various dates at or prior Shares to the Termination Date (each a “Closing Date”)Other Investors. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Investors are separate sales. (eb) In The Investor agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the event Company, under the terms and subject to the conditions set forth herein. On each Capital Drawdown Date (as defined below), the Investor agrees to purchase from the Company, and the Company agrees to issue to the Investor, a number of rejection Shares equal to the Drawdown Share Amount (as defined below) at an aggregate price equal to the Drawdown Purchase Price (as defined below); provided, however, that in no circumstance will an Investor be required to purchase Shares for an amount in excess of this subscription in its entirety, or in Unused Capital Commitment (as defined below). Copy No.: For the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.Exclusive Use of:

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests Common Stock (the “Securities”), of Rock Fund VII-A, LLCMMEX Resources Corporation, a Delaware limited liability company Nevada corporation (the “Company”), at a purchase price of [Three to Six] Cents ($_____________ .0[3-6]) per share of Common Stock (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which . (b) Subscriber understands that the Securities are being offered for sale pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement”). (b) . By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed $50,000,000 [Fifty to One Hundred] Million ([50 – 100],000,000) shares (the “Maximum Offering”). The Company may accept subscriptions until the termination date given in the Offering Circular, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law Maximum Offering (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Non-Voting Common Stock, par value $____________ in membership interests 0.001 per share (the “Securities”), of Rock Fund VII-ADimicron, LLCInc. dba Dymicron, a Delaware limited liability company Utah corporation (the “Company”), at a purchase price of $_____________ 5.75 per share of Non-Voting Common Stock (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rightsminimum subscription is 174 shares of Non-Voting Common Stock, preferences and privileges related to or $1,000.50. The rights of the Securities Non-Voting Common Stock are as set forth in the Operating Agreement for Company’s Second Amended & Restated Articles of Incorporation, and the Company which is attached Articles of Amendment to Second Amended and Restated Articles of Incorporation, filed as Exhibit 2.2 Exhibits 2.1 and 2.2, respectively, to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [_], 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 2,608,695 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell until the maximum amount termination of the Securities, or such shorter period if required by applicable law Offering in accordance with its terms (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. Subject to the terms and conditions of this Subscription Agreement, on the date of the Closing referred to in Section 4 hereof, each Investor severally (awhich means for purposes of this Subscription Agreement severally and not jointly and severally) The undersigned shall purchase from the Company, and the Company shall issue and sell to such Investor, such Investor’s Pro Rata Share (“Subscriber”as set forth on the signature page to this Subscription Agreement executed by such Investor) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests of the number of shares of Common Stock determined below (the “Securities”), ) for such Investor’s Pro Rata Share of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a aggregate purchase price of $_____________ 12,000,000 payable collectively by the Investors (subject to adjustment as described below. the “Aggregate Purchase Price”), upon which is payable as described in Section 5 hereof. The price per share payable for the Securities shall equal the gross public offering price per share at which the Company sells a share of Common Stock in connection with the public offering consummated in connection with the Equity Raise or if no public offering is consummated the lowest price per share at which the Company issues or sells a share of Common Stock in connection with the Equity Raise (such price per share, the “Applicable Price Per Share”). The aggregate number of Securities issued to the Investors pursuant to this Subscription Agreement shall equal the lower of (A) the quotient of the Aggregate Purchase Price divided by the Applicable Price Per Share and (B) the number of Securities representing 4.9% of the Company’s outstanding Common Stock (taking into account the concurrent issuance of the shares of Common Stock pursuant to the Equity Raise and the Exchange Transaction), and if the 4.9% cap applies, the Aggregate Purchase Price shall be reduced prior to the issuance of the Securities by an amount necessary to avoid issuing Securities to the Investors in excess of the 4.9% cap. To the extent that the Company issues or sells any Common Stock under the Equity Raise with any material terms (including price per share but excluding for this purpose, any lock-up provisions) that are superior for an investor to the terms and conditions set forth herein. The rights, preferences and privileges related of this Subscription Agreement with respect to the Investors, each Investor severally shall be entitled to receive such terms in connection with this Subscription Agreement. Each Investor severally acknowledges that the Securities are will be subject to restrictions on transfer as described in this Subscription Agreement. Each Investor severally and the Company acknowledge and agree that (a) except as set forth in this Subscription Agreement, this subscription is irrevocable and (b) this subscription is subject to (i) (A) the Operating Agreement for satisfaction of all conditions precedent to the consummation of the Exchange Transaction, (B) the contemporaneous closing of the Exchange Transaction, including the Company’s receipt of at least $156.0 million in total value in connection with (and in accordance with) the Equity Raise, (C) the contemporaneous cash investment of at least $8 million by Xxxxxx Xxxxxx pursuant to a subscription agreement to be consummated at the Closing, (D) the execution and delivery by the Company which is attached as Exhibit 2.2 and the Investors of a registration rights agreement reasonably acceptable to the Offering Statement filed with Investors requiring the SEC, Company to register the Securities for resale or distribution and pursuant to which the Company will use best efforts to cause the effectiveness of a shelf resale registration statement with respect to the Securities and to cause such registration statement to remain effective for the later of two years and the date when the shares are being offered freely tradeable under Rule 144, within 90 days following the Closing or, if earlier, the day preceding the expiration of the Lock-up Period (as defined below), (E) the Company’s receipt of the requisite shareholder approvals required by the NYSE American for sale the issuance of the Common Stock in the Exchange Transaction and Equity Raise to the extent required, (F) the “Offering Statement”). (b) By executing accuracy of the representations and warranties of the Company in the Exchange Agreement and in this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy and (G) the execution and delivery by the Company of the Offering Statementsuch other documents reasonably requested by any Investor, and any other information required by the Subscriber to make an investment decision. It is a condition of (ii) the Company’s acceptance of this subscription pursuant to Section 3 hereof. Each Investor severally and the Company agree that Subscriber become a party if the conditions to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall are not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, satisfied on various dates at or prior to May 31, 2018, such Investor severally and the Termination Date (each a “Closing Date”). (e) In Company shall have the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, right to revoke this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectterminate the obligations under this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests (the “Securities”), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of AMOUNT OF INVESTMENT: $___________________________________________ (NUMBER OF MEMBERSHIP INTERESTS PURCHASED: ___________________ Purchasers are required to electronically complete this Subscription Agreement for the “Purchase Price”)desired investment amount. A Purchaser’s electronic signature, upon whether digital or encrypted, included in this Subscription Agreement is intended to authenticate this Subscription Agreement and to have the same force and effect as a manual signature. Electronic signature means any electronic symbol or process associated with a record and adopted by Purchaser with intent to sign such record. Subject to the terms and conditions set forth herein. The rightsof the Agreement, preferences the undersigned (“Purchaser”) hereby irrevocably subscribes for and privileges related agrees to purchase Membership Interests (“Membership Interests”) offered by CIRCLE OF WEALTH FUND III LLC, an Idaho limited liability company (the Securities are set forth “Company”), in the amount indicated above, all in accordance with the terms and conditions of this Subscription Agreement, the Certificate of Formation (the “Certificate”), the Company’s Operating Agreement for the Company which is attached (“Operating Agreement”) and Offering Circular dated April 6, 2020, as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale amended (the “Offering StatementCircular”). (ba) By executing this Subscription Agreement, Subscriber Purchaser acknowledges and agrees that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber cannot be withdrawn, terminated, or revoked. Purchaser agrees to become a party Member and to be bound by all the terms and conditions of the Operating Agreement. By executing this AgreementThis subscription shall be binding on the heirs, executors, administrators, successors and upon acceptance assigns of the Purchaser. This subscription is not transferable or assignable by the CompanyPurchaser, except as expressly provided in the Subscriber shall be deemed to have read, understood, executed, accepted terms and become a party to conditions of the actual Operating Agreement. (cb) This Subscription subscription may be accepted or rejected in as a whole or in part, at any time prior to a Closing Date (as hereinafter defined), part by the Company at in its sole and absolute discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether If this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriberthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Subscriber without interest the extent of such rejection. This subscription shall be binding on the Company only upon its acceptance of the same. (c) Neither the execution nor the acceptance of this Subscription Agreement constitutes the Purchaser as a Member, shareholder or secured creditor of the Company. This is an agreement only to purchase the Membership Interests in the amount set forth above; and all the Purchaser will become a Member (and not a shareholder or secured creditor) only after the Purchaser’s funds are duly transferred to the account of Subscriber’s obligations hereunder the Company and the Membership Interests are issued thereupon to the Purchaser. Until such time, the Purchaser shall terminatehave only those rights as may be set forth in this Subscription Agreement. (d) The aggregate number offering of Securities sold shall not exceed $50,000,000 Membership Interests is described in the Offering Circular, that is available through the online website platform xxxxx://xxxxxx.xxxxxxxxxxxxxxxxxxxxx.xxx (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum OfferingPlatform”), which is hosted by CrowdEngine Inc., and operated by the Company. Purchaser must read this Agreement, the Offering Circular, and Operating Agreement. By signing electronically below, Purchaser agrees to the following terms together with the Platform’s Terms and Conditions, Terms of Use, and consent to the Platform’s Privacy Policy, and agree to transact business with the Company may elect at any time and to close all or any portion of this offering, on various dates at or prior receive communications relating to the Termination Date (each a “Closing Date”)Membership Interests electronically. (e) In Once Purchaser makes a funding commitment to purchase Membership Interests, it is irrevocable until the event of rejection Membership Interests are issued, the purchase is rejected by the Company, or the Company otherwise determines not to proceed with the transaction. (f) The Purchaser’s rights and responsibilities will be governed by the terms and conditions of this subscription Subscription Agreement, the Offering Circular, the Certificate and Operating Agreement. If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Company will reply upon the information provided in this Subscription Agreement to confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, that will allow the investor to purchase Membership Interests. (g) Should the process from depositing an investor’s funds into the account of the Company and acceptance as a Member take longer than Fifteen (15) days, the Investor may request in writing to recover his, her or effectits investment funds. If, except for Section 5 hereofupon receipt of such request in writing, which shall remain the Company has not yet accepted the Investor as a Member, then the Company may, in force its sole and effectabsolute discretion, return the Investor’s funds to the investor and revoke the Subscription Agreement within Ten (10) business days of receipt of such request from the Investor.

Subscription. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, Bluewater Financial, Ltd. (a) The undersigned (“the "Subscriber”") hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests 1,000,000 units (the “Securities”"Units") at a price per Unit of US$0.50 (such subscription and agreement to purchase being the "Subscription"), for an aggregate purchase price of Rock Fund VII-A, LLCUS$500,000 (the "Subscription Proceeds"). 1.2 Each Unit will consist of: (i) one share in the common stock of the Company (each, a Delaware limited liability company "Share"); (ii) one non-transferable common stock purchase warrant (each, an "A Warrant") entitling the “Company”holder thereof to purchase one Share (each, a "Warrant A Share"), as presently constituted, for a period of two years commencing at the Closing (as defined below), at a price per Warrant A Share of US$0.60; and (iii) one non-transferable common stock purchase price of $_____________ warrant (each, a "B Warrant" and, together with the “Purchase Price”A Warrants, the "Warrants") entitling the holder thereof to purchase one Share (each, a "Warrant B Share" and, together with the Warrant A Shares, the "Warrant Shares"), upon as presently constituted, for a period of two years commencing at the Closing (as defined below), at a price per Warrant B Share of US$0.70. Certificate(s) representing the A Warrants will be in the form attached as Exhibit "A" hereto and certificate(s) representing the B Warrants will be in the form attached as Exhibit "B" hereto. The Shares, Warrants and the Warrant Shares are collectively referred to as the "Securities". 1.3 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company hereby irrevocably agrees to sell the Units to the Subscriber. 1.4 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company. The rights, preferences and privileges related to the Securities are set forth in the Operating Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy the offering of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 Units contemplated hereby (the “Maximum "Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof") is not consummated for subject to any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effectminimum aggregate subscription level.

Subscription. (a) The 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests units (each, a ”Unit”) of the Company at a price of US$0.10 per Unit (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price as set out on the signature page of this Subscription Agreement (the “SecuritiesSubscription Proceeds”)) which is tendered herewith, on the basis of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ (the “Purchase Price”), upon representations and warranties and subject to the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth . 1.2 Each Unit will consist of one common share in the Operating Agreement for capital of the Company which is (each, a “Share”) and one common share purchase warrant (each warrant, a “Warrant”) subject to adjustment. Each Warrant shall be non-transferable. Each Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company (each, a “Warrant Share”), as presently constituted, for a period of three years commencing from the Closing Date (defined herein) at an exercise price of US$0.25 per Warrant Share. Certificates representing the Warrants will be in the form attached as Exhibit 2.2 D hereto. The Shares, Warrants and Warrant Shares are referred to herein as the “Securities”. 1.3 The Company hereby agrees to sell, on the basis of the representations and warranties and subject to the Offering Statement filed with terms and conditions set forth herein, the SECUnits to the Subscriber. Subject to the terms hereof, pursuant to which the Securities are being offered for sale (Subscription Agreement will be effective upon its acceptance by the “Offering Statement”)Company. (b) By executing this Subscription Agreement, 1.4 The Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is finder’s fee or a condition of the Companybroker’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription commission may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), paid by the Company at its sole discretion. In addition, in connection with the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminateSubscription. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required 1.5 Unless otherwise provided, all dollar amounts referred to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain are in force lawful money of the United States of America. 1.6 The Subscriber hereby irrevocably authorizes Xxxxx Pan of China Rich Garments Limited (“China Rich”) to act as the Subscriber’s agent in all matters related to this agreement and effectXxxxx Xxxxxx LLP and the Company can expressly rely on such authorization.

Subscription. (a) The undersigned (“Subscriber”) 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests the number of shares (the “Securities”"SHARES") of common shares, $.001 par value per share (the "COMMON SHARES"), of Rock Fund VII-A, LLCMarketing Acquisition Corporation, a Delaware limited liability company Nevada corporation (the “Company”"COMPANY"), indicated on the signature page attached hereto at a the purchase price of $_____________ set forth on such signature page (the “Purchase Price”"PURCHASE PRICE"), upon the terms and conditions set forth herein. The rights, preferences and privileges related such Purchase Price being equal to the Securities are set forth product of (i) the number of Common Shares subscribed for by the Subscriber and (ii) $.001. Subscriber has made or will make payment by wire transfer of funds in accordance with instructions from the Company in the Operating Agreement full amount of the Purchase Price of the Common Shares for the Company which Subscriber is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale subscribing (the “Offering Statement”"PAYMENT"). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy 1.2 This Agreement is part of the Offering Statement, and any other information required by the Subscriber to make an investment decision. It is a condition isolated offering of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), Common Shares being conducted by the Company in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended ( the "ACT"), afforded by Section 4(2) thereunder. 1.3 The Company will hold closing of the offering (the "Closing") at its sole discretion. In additionany mutually agreeable time, hereinafter sometimes referred to as a "Closing Date." Upon receipt by the Company of the requisite payment for all Common Shares to be purchased by the Subscriber, the CompanyCommon Shares so purchased will be issued in the name of Subscriber, at its sole discretion, may allocate to Subscriber only a portion and the name of the amount Subscriber will be registered on the stock transfer books of Securities Subscriber has subscribed forthe Company as the record owner of such Common Shares. The Company will notify promptly thereafter issue to the Subscriber whether participating in such closing a stock certificate for the Common Shares so purchased. 1.4 Subscriber hereby agrees to be bound hereby upon (i) execution and delivery to the Company of the signature page to this subscription is accepted Agreement and (whether in whole or in partii) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all written acceptance on the Closing Date by the Company of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof's subscription, which shall remain in force and effectbe confirmed by faxing to the Subscriber the signature page to this Agreement that has been executed by the Company (the "SUBSCRIPTION").

Subscription. (a) The undersigned investor (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests shares of Series A Preferred Stock (the “Securities”), of Rock Fund VII-AManeGain, LLCInc., a Delaware limited liability company Texas corporation (the “Company”), at a purchase price of $_____________ 5.00 per share (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rights, minimum number of shares that may be purchased hereunder is 200. The rights and preferences and privileges related to of the Securities Series A Preferred Stock are as set forth in the Operating Agreement for Certificate of Designation of Series A Preferred Stock of the Company which is attached as Exhibit 2.2 to and any description of the Securities that appears in the Offering Statement filed with the SEC, pursuant to which the Securities are being offered for sale (the “Offering Statement”)Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”)1,000,000. The Company may accept subscriptions for such period as required to sell until one year after the maximum amount qualification of the Securities, or such shorter period if required by applicable law Offering Statement (the “Termination Date”), provided the Minimum Offering has been received prior to one hundred eighty days after the qualification of the Offering Statement. Providing that subscriptions for $5,000,000 of 100,000 Securities are received prior to the date that is one hundred eighty days after the qualification of the Offering Statement (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests interests, which we refer to herein as shares (the “Securities”)) of [SERIES NAME], a Series of Rock StartEngine Collectibles Fund VII-A, II LLC, a Delaware limited liability company (the “Company”), at a purchase price of $_____________ 10.00 per share (the “Purchase Per Security Price”), upon the terms and conditions set forth herein. The rightsminimum subscription is $500, or 50 shares. The rights and preferences and privileges related to of the Securities shares are as set forth in the Limited Liability Company Agreement of StartEngine Collectibles Fund II LLC dated October 26, 2021, as amended from time to time (the “Operating Agreement Agreement”), and the Series Designation for the Company which is attached as Exhibit 2.2 to [SERIES NAME] described in the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreementsubscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of Effective upon the Company’s acceptance of this subscription that Subscriber become a party to the Operating Subscription Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed a member of the Company, and the Subscriber agrees to have readadhere to and be bound by, understood, executed, accepted the terms and become conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the Operating AgreementAdministrative Manager the power of attorney described therein). (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 [ ] (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell until the maximum amount termination of the Securities, or such shorter period if required by applicable law Offering in accordance with its terms (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

Subscription. (a) The undersigned (“Subscriber”) 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests the number of shares (the “SecuritiesShares”) of common stock, $.001 par value per share (the “Common Shares”), of Rock Fund VII-A, LLCGenVec Inc., a Delaware limited liability company corporation (the “Company”), indicated on the signature page attached hereto at a the purchase price of $_____________ set forth on such signature page (the “Purchase Price”), upon the terms and conditions set forth herein. The rights, preferences and privileges related to the Securities are set forth in the Operating . 1.2 This Agreement for the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC, part of an offering of Common Shares pursuant to which Stonegate Securities, Inc. serves as the Securities are being offered for sale placement agent (the “Offering Placement Agent”) on behalf of the Company. The offering and sale of the Shares (the "Offering”) are being made pursuant to an effective Registration Statement on Form S-3 (including the Prospectus contained therein (the “Prospectus”), the "Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the requirements of the Securities Act of 1933, as amended (the “Act”). Upon consummation of the sale of the Shares pursuant to the Offering, the Company shall file a Prospectus Supplement (the “Prospectus Supplement”) with the Commission containing certain supplemental information regarding the Shares and the terms of the Offering. (b) By executing this Subscription Agreement, 1.3 Subscriber acknowledges understands that Subscriber has received this Subscription Agreement, a copy it will not earn interest on any funds held by the Company prior to the date of closing of the Offering StatementOffering. The completion of the purchase and sale of the Shares (the “Closing”) will occur at a place and time (the “Closing Date”) to be specified by the Company and the Placement Agent, and any other information required of which the Subscriber will be notified in advance by the Placement Agent. At the Closing, the Company will cause its Transfer Agent (the “Transfer Agent”) to deliver to the Subscriber the Shares against payment of the Purchase Price delivered by the Subscriber. 1.4 Promptly after the execution of this Agreement by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party remit by wire transfer the amount of funds equal to the Operating Agreement. aggregate purchase price for the Shares being purchased by the Subscriber (cthe “Payment”) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), the account designated by the Company at its sole discretion. In addition, and the Placement Agent pursuant to the terms of that certain Escrow Agreement by and among the Company, at its the Placement Agent and Bank of Texas (the "Escrow Agent”), the form of which is attached hereto as Exhibit A (the “Escrow Agreement”). Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Placement Agent and the Subscriber to the Company upon the satisfaction, in the sole discretionjudgment of the Placement Agent, may allocate of the Conditions to Subscriber only Obligations set forth in Section 2 herein below. The Placement Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the amount escrowed funds shall be applied to the Placement Agent fee and expenses. 1.5 Subscriber hereby agrees to be bound hereby upon (i) execution and delivery to the Company, in care of Securities Subscriber has subscribed for. The the Placement Agent, of the signature page to this Agreement and (ii) written acceptance on the Closing Date by the Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all the Placement Agent of Subscriber’s obligations hereunder subscription, which shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 be confirmed by faxing to the Subscriber the signature page to this Agreement that has been executed by the Company (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing DateSubscription”). (e) In the event of rejection 1.6 Prior to acceptance of this subscription Agreement by the Company and the Placement Agent, Subscriber agrees that the Company and Placement Agent may, as they mutually agree in its entiretytheir sole and absolute discretion, or reduce the Subscription to any number of Common Shares that in the event aggregate do not exceed the sale number of Common Shares hereby applied for without any prior notice to or further consent by Subscriber; provided, however, if any of Subscriber’s Subscription is so reduced, Subscriber may withdraw his entire Subscription. Subscriber hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Securities (or Placement Agent, each of the foregoing acting singularly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of Subscriber, with full power and authority in Subscriber’s name, place and stead to amend this Agreement, including, in each case, Subscriber’s signature page thereto, to effect any portion thereof) of the foregoing provisions of this Section 1.6. 1.7 Subscriber agrees and understands that the Closing is not consummated subject to a minimum dollar amount of Common Shares sold by the Company in the Offering. 1.8 Subscriber agrees and understands that the principals of the Placement Agent may purchase Common Shares in this Offering for any reasontheir own account on the same terms and conditions as Subscriber 1.9 The Company and the Subscriber agree that the Subscriber will purchase from the Company and the Company will issue and sell to the Subscriber the Shares in accordance with the terms hereof. Unless otherwise requested by the Subscriber, this Subscription Agreement the Shares purchased by the Subscriber will be delivered by electronic book-entry at Depository Trust Company (“DTC”), registered in the Subscriber’s name and address set forth below pursuant to the written instructions set forth on the signature page hereof or provided to the Company and Placement Agent, and will be released by the Company’s transfer agent at Closing. The Subscriber shall have no force or effect, except for Section 5 hereof, direct the broker (which shall remain in force and effectbe a DTC participant) that maintains the account or accounts to be credited with the Shares to set up a Deposit/Withdrawal at Custodian (“DWAC”), instructing the Company’s Transfer agent to credit such account or accounts with the Shares by means of an electronic book entry.

Subscription. (a) 1.1 The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase $________________ in membership interests units (the “SecuritiesUnits”) at a price of US$0.25 per Unit (such subscription and agreement to purchase being the “Subscription”), of Rock Fund VII-A, LLC, a Delaware limited liability company (the “Company”), at a for an aggregate purchase price of $_US$____________ (the “Purchase PriceSubscription Proceeds”), upon which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein. 1.2 Each Unit will consist of one common share in the capital of the Company (each, a “Share”), one-half of one Series A common share purchase warrant (each, a “Series A Warrant”), subject to adjustment, and one-half of one Series B common share purchase warrant (each, a “Series B Warrant”), subject to adjustment (the Series A Warrants and the Series B Warrants being referred to as the “Warrants”). The rights, preferences Warrants shall be non-transferable and privileges related each whole Warrant shall entitle the holder thereof to the Securities are set forth purchase one share of common stock in the Operating Agreement for capital of the Company which is attached as Exhibit 2.2 to the Offering Statement filed with the SEC(each, pursuant to which the Securities are being offered for sale (the a “Offering StatementWarrant Share”). (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement, and any other information required by the Subscriber to make an investment decisionas presently constituted. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber Each whole Series A Warrant shall be deemed to have read, understood, executed, accepted and become exercisable for a party to period of one (1) year commencing from the Operating Agreement. (c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), at a price per Warrant Share of US$0.50. Each whole Series B Warrant shall be exercisable for a period of two (2) years commencing from the Closing, at a price per Warrant Share of US$1.00. Certificates representing the Series A Warrants will be in the form attached as Exhibit A and certificates representing the Series B Warrants will be in the form attached as Exhibit B. The Shares, Warrants and Warrant Shares are referred to as the “Securities”. 1.3 The Company hereby irrevocably agrees to sell, on the basis of the representations and warranties and subject to the terms and conditions set forth herein, to the Subscriber the Units. Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company at its sole discretionCompany. In additionD/VXD/888264.2 1.4 Unless otherwise provided, the Company, at its sole discretion, may allocate all dollar amounts referred to Subscriber only a portion of the amount of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 (the “Maximum Offering”). The Company may accept subscriptions for such period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain are in force and effectlawful money of the United States of America.

Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase $____________ in membership interests units (the “Securities” or “Units”), ) of Rock Fund VII-A, LLCBrain Scientific Inc., a Delaware limited liability company Nevada corporation (the “Company”), at a purchase price of $_____________ 9.00 per Unit (the “Purchase Per Security Price”), which equates to a price of $1.80 per share of Common Stock, provided that a Subscriber must purchase the Units in at least the amount of the minimum investment of $504 (56 Units), upon the terms and conditions set forth herein. Each Unit offered herein consists of five (5) shares of the Company’s common stock (the “Common Stock”), par value $0.001 per share, and a warrant (the “Warrant”) to purchase one (1) share of the Common Stock. The rights, preferences holders of the Warrants may exercise the Warrants to purchase shares of the Common Stock at the price of $2.25 per share within three years from the issuance date of the Warrants. The terms and privileges related to conditions of the Securities Warrants are as set forth in the Operating form of the Warrant Agreement for the Company which is attached included as Exhibit 2.2 4.2 to the Offering Statement of the Company filed with the SEC, pursuant to which the Securities are being offered for sale SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated December 14, 2020 (the “Offering Circular”) as filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy copies of the Offering Statement, Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber become a party to the Operating Agreement. By executing this Agreement, and upon acceptance of the subscription by the Company, the Subscriber shall be deemed to have read, understood, executed, accepted and become a party to the Operating Agreement. (c) This Subscription The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the amount number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed $50,000,000 1,111,111 Units (the “Maximum Offering”). The Company may accept subscriptions until June 12, 2021 unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period as required to sell the maximum amount of the Securities, or such shorter period if required by applicable law Maximum Offering (the “Termination Date”). Providing that subscriptions for $5,000,000 of Securities are received (the “Minimum Offering”), the The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event that the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber, and the terms of this Subscription Agreement.