Common use of Subscription Clause in Contracts

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14____________, 2021 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14________________, 2021 2020 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14____________, 2021 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14________________, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14May 4, 2021 2020 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14May 4, 2021 2020 and the Form 1-A Amended Offering Circular filed with the SEC on June 5, 2020, and the Form 1-A Amended Offering Circular filed with the SEC on June 26, 2020 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 20202019, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14______________, 2021 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14____________________, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14_____________, 2021 2024 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14on______________, 2021 2024 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares Units set forth on the signature page hereto at the Per Share Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... The minimum number of Units that the Investor may purchase is _____ Units for a subscription price of $_______. (b) Investor understands that the Shares Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14________, 2021 2022 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14________, 2021 2022 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of and reviewed the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the SharesUnits. The Company will accept tenders of funds to purchase the SharesUnits. The Company will close on investments on a “rolling basis,” pursuant to the terms of set forth in the Offering Circular. As a result, not all investors will receive their Shares Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares Units that the Investor has subscribed for hereunderunder this Agreement. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If the Investor’s subscription is rejected, the Investor’s payment (or portion thereof if partially rejected) will be returned to the Investor without interest and all of the Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares Units (or any portion thereof) to an the Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereofbelow, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon the Investor and its the Investor’s permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee Transferees 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 Transferees shall acknowledge and agree to be bound by the representations and warranties of the Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14____________, 2021 2022 and its In June 2022 exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14________________, 2021 2022 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14___, 2021 2020 and its exhibits (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. AMOUNT OF INVESTMENT: $____________________________________ (a) The Investor undersigned (“Purchaser”) hereby irrevocably subscribes for to become a holder (“Noteholder”) of promissory notes in CF FUND II, LLC, a Pennsylvania limited liability company (the “Company”), and agrees to purchase through his, her or its investment the number amount of Shares set forth on the signature page hereto at the Per Share Purchase Pricepromissory notes (“Promissory Notes”) as indicated above, upon all in accordance with the terms and conditions set forth herein. The aggregate purchase price for of this Subscription Agreement, the Shares with respect to each Investor Promissory Notes, the Articles of Organization (the “Purchase PriceArticles”) is payable in ), and the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). (b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Investor Purchaser agrees to become a Noteholder and to be bound by all the terms and conditions of the Promissory Notes. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed not transferable or will be filed assignable by the Company with Purchaser, except as expressly provided in the SEC pursuant to Rule 257(b)(1) of Regulation A terms and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy conditions of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same dateactual Promissory Notes. (c) This subscription may be accepted or rejected in as a whole or in part, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at in its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether If this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investorthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Investor without interest and all the extent of Investor’s obligations hereunder such rejection. This subscription shall terminate. In be binding on the event of rejection of this subscription in Company only upon its entirety, or in the event the sale acceptance of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectsame. (d) The terms Neither the execution nor the acceptance of this Subscription Agreement shall be binding upon Investor constitutes the Purchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Promissory Notes on a when issued basis; and its permitted transferees, heirs, successors the Purchaser will become a Noteholder (and assigns (collectivelynot a shareholder or secured creditor) only after the Purchaser’s funds are duly transferred to the account of the Company and the Promissory Notes are issued thereupon to the Purchaser. Until such time, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee Purchaser shall have executed only those rights as may be set forth in this Subscription Agreement. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) The Purchaser’s rights 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 acknowledge and agree to responsibilities will be bound governed by the representations terms and warranties of Investor and the terms conditions of this Subscription Agreement, the Offering Circular, and the Promissory Notes. No transfer If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in this Subscription Agreement 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 rely 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 Promissory Notes. (f) Each Purchaser’s Subscription Agreement will be accepted or rejected by the Company within fifteen (15) days or sooner, of this its receipt. If a Purchaser’s funds have not been deposited into the account of the Company and the Purchaser has not been accepted as a Noteholder within fifteen (15) days of delivering the Subscription Agreement may be made without the consent of to the Company, which may be withheld in the Company will automatically return the Purchaser his, her, or its sole funds and absolute discretionrevoke the Subscription Agreement.

Subscription. (a) The a. Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Shares of Common Stock as set forth on the signature page hereto at (the Per Share Purchase Price“Signature Page”), upon the terms and conditions set forth herein. The for an aggregate purchase price for equal to the product of (x) the aggregate number of Shares with respect of Common Stock the Investor has agreed to each Investor purchase and (y) the “Purchase Price”) is payable in the manner provided in Section 2(a) below..Price per Share. (b) Investor understands that the b. The Common Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments Underwriter on a “rolling best efforts, minimum/maximum” basis,” pursuant to the terms . The completion of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole purchase and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereofthe “Closing”) shall take place at a place and time (the “Closing Date”) to an be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and Registration Statement, at the Closing, (i) the Investor is not consummated for any reasonshall pay the Purchase Price by check or by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below, this Subscription Agreement and (ii) the Company shall have no force cause the Shares to be delivered to the Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s (“DTC”) DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Shares to the residential or effect, except for Section 5 hereof, which shall remain in full force and effectbusiness address indicated thereon). c. The Underwriter and any participating broker dealers (dthe “Members”) The terms of this Subscription Agreement shall confirm, via the selected dealer agreement or master selected dealer agreement that it will comply with Rule 15c2-4. As per Rule 15c2-4 and notice to members 84-7 (the “Rule”), all checks that are accompanied by a subscription agreement will be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectivelypromptly sent along with the subscription agreements to the escrow account by noon the next business day. In regards to monies being wired from an investor’s bank account, the “Transferees”); providedMembers shall request the investors send their wires by the next business day, however, we cannot insure the investors will forward their respective monies as per the Rule. 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 wire 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 next business day. In the event that funds are sent in and the offering does not close for any such transfer to be deemed effective, the Transferee shall have executed and delivered reason prior to the Company Termination Date set forth in advance an instrument the final Registration Statement, all funds will be returned to investors promptly in form acceptable to accordance with the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge escrow agreement terms and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionapplicable law.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares Units set forth on the signature page hereto at the Per Share Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Shares Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14July ____, 2021 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14September ____, 2021 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 20202019, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the SharesUnits. The Company will accept tenders of funds to purchase the SharesUnits. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors Investors will receive their Shares Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... The minimum number of Shares that the Investor may purchase is 100 shares for a subscription price of $600. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A offering statement of which the Offering Circular forms a part, dated December 14[ ], 2021 2023 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14[ ], 2021 2023 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company Company, or its designated agents, will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and and, if rejected in whole, all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors successors, and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor Purchaser hereby irrevocably subscribes for and agrees to purchase the number that amount of Shares set forth Debentures as stated on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth hereinin this Subscription Agreement. The aggregate purchase Debentures shall pay a 6% cumulative interest, compounded daily, payable in arrears at the time of each conversion, in cash or in common stock of the Company, $.001 par value ("Common Stock"), at the Company's option. If paid in Common Stock, the number of shares of the Company's Common Stock to be received shall be determined by dividing the amount of the accrued and unpaid interest by the conversion price for as of the Shares with respect time of conversion under the terms of the Debenture. If the dividend is to each Investor be paid in cash, the Company shall notify Purchaser on the Conversion Date and make such payment on the next business day. The Debentures are subject to automatic conversion at the end of five (5) years from the date of issuance at which time all Debentures outstanding will be automatically converted based upon the terms set forth in the Debenture. The closing shall be deemed to have occurred on the date funds, less escrow fees, attorney fees and other amounts payable pursuant to the Escrow Agreement, if applicable, are received by the Company (the “Purchase Price”) is payable in "Closing Date"). The initial closing shall be held not later than the manner provided in Section 2(a) below..next day after execution of this Agreement, the Registration Rights Agreement and the Investment Agreement. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed Upon receipt by the Company with of the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed requisite payment for the Debentures being purchased, the Debentures so purchased will be forwarded by the Company with to the SEC (all Purchaser or its broker, as listed on the signature page, and the name of such reports, together with Purchaser will be registered on the Offering Circular are hereinafter collectively referred to Debenture transfer books of the Company as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy record owner of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datesuch Debentures. (c) This subscription may be accepted or rejected in whole or in partAs long as the Purchaser owns the Debenture, the Purchaser shall have the right to change the terms for the balance of the Debenture it then holds, to match the terms of any reason or for no reason, at any time prior to the Termination Date, other offering of securities made by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor Purchaser retains the right to choose legal council for preparation and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent filing of the Company, which may be withheld in its sole and absolute discretionregistration statement for this Debenture.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares Units set forth on the signature page hereto at the Per Share Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a9 below. The minimum number of Units that the Investor may purchase is two thousand (2,000) below..Units. (b) Investor understands that the Shares Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with exhibits, qualified by the Securities and Exchange Commission (the “SEC”) on December 14_____________, 2021 2020 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 20202019, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the SharesUnits. The Company will accept tenders of funds to purchase the SharesUnits. The Company will close on investments on a monthly “rolling basis,” pursuant to the terms of the Offering CircularCircular (each closing occurring on a “Closing Date”). As a result, not all investors Investors will receive their Shares Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number of Shares shares (the “Shares”) of Common Stock, free of restrictive legend and stop transfer orders, as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below..). (b) Investor understands that the The Shares are being offered have been registered pursuant to a Registration Statement on Form S-3, Registration No. 333-248709, which registration statement (the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with “Registration Statement”) was declared effective by the Securities and Exchange Commission on September 17, 2020, and is effective on the date hereof. A final prospectus supplement (the “SECProspectus Supplement”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to delivered as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datelaw. (c) This The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription may be accepted or rejected for the Common Stock, in whole or in part, part for any reason or for no reason, and at any time prior to the Termination DateClosing (as defined below) thereon, notwithstanding prior receipt by the Company at its sole and absolute discretionInvestor of notice of acceptance of the Investor’s subscription. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of event the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, the Investor’s payment (or portion thereof if partially rejected) will be returned promptly to the Investor without interest or deduction and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except . The Shares subscribed for Section 5 hereof, which shall remain in full force herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and effectcountersigned by the Company and the Closing with respect to the Investor’s subscription has occurred. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, Provided the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and Purchase Price has been delivered to the Company in advance an instrument in form acceptable and the Company has filed the Prospectus Supplement to the Company in its sole discretion, Registration Statement pursuant to which Rule 424(b) with respect to the proposed Transferee offer and sale of the Shares, the closing of Investor’s purchase of the Shares pursuant to this Subscription (the “Closing”) shall acknowledge and agree occur on or prior to be bound by the representations and warranties of Investor and second business day after the terms date of this Subscription Agreement. No transfer (the date of the Closing, the “Closing Date”); provided that the Closing Date shall occur on or prior to the third business day after the date of this Agreement may Subscription if this Subscription is executed after 4:30 p.m. Eastern time. Upon the Closing, the Company shall cause the Shares to be delivered to the Investor, which delivery shall be made without through the consent facilities of The Depository Trust Company’s DWAC system in accordance with the Company, which may be withheld instructions set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions” or otherwise provided in its sole and absolute discretionwriting by the Investor.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon On the terms and subject to the conditions set forth hereinof this Agreement, the Investor agrees to subscribe and pay for an aggregate of 22,214 (twenty two thousand two hundred and fourteen) fully paid and non-assessable Series H CCPS in the Company (the “Subscription Shares”) for the subscription price of INR 29,260.826 (rupees twenty nine thousand two hundred and sixty decimal eight hundred and twenty six) per Subscription Share (the “Subscription Price”). The aggregate purchase price amount to be paid by the Investor for the subscription of the Subscription Shares with respect shall be up to each Investor INR 649,999,989 (rupees six hundred and forty nine million nine hundred and ninety nine thousand nine hundred and eighty nine), and not exceeding INR equivalent of USD 10,000,000 (dollars ten million) calculated by applying the “Purchase Price”) Dollar-INR conversion reference rate as published by the Reserve Bank of India on the date on which the wire transfer of the subsequent amount is payable in initiated by the manner provided in Section 2(a) below..Investor. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant Subject to the terms of this Agreement and the Offering Circular. As reasonable satisfaction (or waiver by the Investor) of the conditions of subscription set forth in Section 4.01 (Conditions of Investor Subscription), either: (i) the Company may request the Investor to subscribe for the Subscription Shares by delivering a resultSubscription Notice to the Investor; or (ii) the Investor may notify the Company that it shall subscribe for the Subscription Shares by delivering a Subscription Notice to the Company, not all investors will receive their Shares on at least twelve (12) Business Days prior to the same datedate of the Investor Subscription specified in such Subscription Notice (the “Subscription Date”), subject to Section 2.03 (Cancellation of Investor Subscription). (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, If a Subscription Notice is delivered by the Company at its sole to the Investor in accordance with Section 2.01 (b)(i), or the Investor delivers a Subscription Notice to the Company in accordance with Section 2.01(b)(ii), then the Company shall be obliged to issue the Subscription Shares to the Investor on the Subscription Date and absolute discretion. In additionshall take all necessary corporate and other action, including but not limited to all appropriate steps to ensure that a meeting of the Company, at its sole and absolute discretion, may allocate to Investor only ’s shareholders or a portion meeting of the number board of directors, as applicable, is promptly convened, to ensure that the Subscription Shares that shall be issued to the Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether on the Subscription Date, in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In accordance with the event of rejection terms of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectAgreement. (d) The terms On the Subscription Date: (i) the Investor shall pay the amount equal to the Subscription Price multiplied by the number of this Subscription Agreement shall be binding upon Shares in INR to the following account of the Company: Beneficiary Name Azure Power India Private Limited Credit Account No. [Account Number] Bank Central Bank Of India Branch Press Area, New Delhi Account Type Current A/c IFSC Code CBIN0280306 Swift Code XXXXXXXXXXX, or such other account specified in the Subscription Notice; and (ii) the Company shall: (A) in a meeting of the board of directors, issue and allot to the Investor, or as the Investor and its permitted transferees, heirs, successors and assigns (collectivelydirects, the “Transferees”)Subscription Shares free of all Liens or other encumbrances or rights of third parties and record the Investor as the legal and beneficial owner of the Subscription Shares in the Company’s register of members; (B) deliver to the Investor, or as the Investor directs: (A) a copy of the resolution of the board of directors in which the Subscription Shares are allotted to the Investor; provided(B) a share certificate in customary form; and (C) a certified copy of the Company’s share register, howeverevidencing the Investor’s valid title to the Subscription Shares, free of all Liens or other encumbrances or rights of third parties; and (C) provide Investor with evidence satisfactory to the Investor that for the Subscription Shares have been duly and validly authorized and issued, are fully paid and, save and except as agreed in the Shareholders Agreement, freely transferable without requiring any such transfer Authorization of any Authority, and that all other legal requirements in connection with their authorization, issue and delivery have been duly satisfied (save any post-issue filings and other requirements to be deemed effective, the Transferee shall have executed and delivered to undertaken by the Company in advance an instrument accordance with Section 2.01 (f) below). The Parties agree that the fulfillment of the obligations of the Company set forth in form acceptable Sections 2.01 (d)(ii)(A) through (C) above are conditions precedent to the application of any funds disbursed by the Investor under Section 2.01 (d)(i) to the subscription for the Subscription Shares and that, accordingly, any funds disbursed in accordance with Section 2.01 (d)(i) shall be held in trust by the Company (for the benefit of the Investor) until the acts set forth in Section 2.01(d)(ii)(A) through (C) have been performed and the Investor has notified the Company in its sole discretion, pursuant writing that such funds can be released to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld and in its sole the event that such acts are not performed as soon as practicable, and absolute discretionin any event within three (3) Business Days from any such disbursement of funds by the Investor, the Company shall, upon the Investor’s request, immediately return the funds disbursed in accordance with Section 2.01(d)(i) to the Investor, unless instructed otherwise by the Investor. (e) The Company shall pay all Taxes, fees or other charges payable on or in connection with the execution, issue, subscription, delivery, registration, translation or notarization of this Agreement, the other Transaction Documents, the Company’s Charter, the Subscription Shares and any other documents related to this Agreement, the other Transaction Documents or the Company’s Charter. (f) On or immediately following the Subscription Date, the Company shall undertake all post-issue filings as required by Applicable Law, including the filing of: (i) E-Form No. MGT. 14 of the Companies (Management and Administration) Rules, 2014 with respect to the filing of resolution passed by the Board approving issue of the Subscription Shares; (ii) E-Form No. MGT. 14 of the Companies (Management and Administration) Rules, 2014 with respect to the filing of special resolution passed by the shareholders of the Company approving issue of the Subscription Shares;

Subscription. (a) The Investor Subscriber hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor Subscriber (the “Purchase Price”) is payable in the manner provided in Section 2(a) 2 below... (b) Investor The Subscriber understands that the Shares are being offered pursuant to the Form 1-A Regulation A Company’s Offering Circular Circular, dated December 14__________, 2021 2019, and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been ) as filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”)SEC. By subscribing to the Offering, the Investor Subscriber acknowledges that Investor the Subscriber has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor the Subscriber to make an investment decision with respect to the Shares. The After the Offering Circular has been qualified by the SEC, Prime Trust, LLC, 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 “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor the Subscriber only a portion of the number of the Shares that Investor the Subscriber has subscribed for hereunder. The Company will notify Investor the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Investorthe Subscriber’s subscription is rejected, Investorthe Subscriber’s payment (or portion thereof if partially rejected) will be returned to Investor the Subscriber without interest and all of Investorthe Subscriber’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor 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 full force and effect, and investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom. (d) The terms of this Subscription Agreement shall be binding upon Investor and Company may close on investments on a “rolling” basis at its permitted transferees, heirs, successors and assigns (collectivelydiscretion. Funds will remain in escrow until a Closing has occurred. Upon a Closing, the “Transferees”); provided, however, that for any such transfer to be deemed effective, Escrow Agent will release the Transferee shall have executed and delivered funds to the Company in advance an instrument in form acceptable to Company. In the Company in its sole discretion, pursuant to which event that the proposed Transferee shall acknowledge and agree to be bound Offering does not close by the representations and warranties of Investor and Termination Date, any funds tendered will be promptly returned by the terms of this Subscription Agreement. No transfer of this Agreement may be made Escrow Agent, without the consent of the Company, which may be withheld in its sole and absolute discretioninterest or deduction.

Subscription. AMOUNT OF INVESTMENT: $___________________________________________ NUMBER OF MEMBERSHIP INTERESTS PURCHASED: ___________________ Purchasers are required to electronically complete this Subscription Agreement for the desired investment amount. A Purchaser’s electronic signature, 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 of the Agreement, the undersigned (a“Purchaser”) The Investor hereby irrevocably subscribes for and agrees to purchase Membership Interests (“Membership Interests”) offered by LK Secured Lending Reg A Fund I, LLC, a California limited liability company (the number of Shares set forth on “Company”), in the signature page hereto at the Per Share Purchase Priceamount indicated above, upon all in accordance with the terms and conditions set forth herein. The aggregate purchase price for of this Subscription Agreement, the Shares with respect to each Investor Articles of Organization (the “Purchase PriceArticles”), the Company’s Operating Agreement (“Operating Agreement”) is payable in the manner provided in Section 2(a) below.. and Offering Circular, as amended (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (ca) Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. Purchaser agrees to become a Member and to be bound by all the terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Purchaser, except as expressly provided in the terms and conditions of the actual Operating Agreement. (b) This subscription may be accepted or rejected in as a whole or in part, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at in its sole and absolute discretion. In additionIf this subscription is rejected, the Purchaser’s funds shall be returned to 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 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 the Company and the Membership Interests are issued thereupon to the Purchaser. Until such time, the Purchaser shall have only those rights as may be set forth in this Subscription Agreement. (d) The offering of Membership Interests is described in the Offering Circular, that is available through the online platform StartEngine Crowdfunding, Inc. (“Platform”). Purchaser must read this Agreement, the Offering Circular (including exhibits attached thereof), 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 and to receive communications relating to the Membership Interests electronically. (e) Once Purchaser makes a funding commitment to purchase Membership Interests, it is irrevocable until the Membership Interests are issued, the purchase is rejected by the Company, at 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 Agreement, the Offering Circular, the Articles and Operating Agreement. If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in this Subscription Agreement 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 Ninety (90) days, the Investor may request in writing to recover his, her or its investment funds. If, upon receipt of such request in writing, the Company has not yet accepted the Investor as a Member, then the Company may, in its sole and absolute discretion, may allocate to Investor only a portion of return the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned funds to Investor without interest the investor and all of Investor’s obligations hereunder shall terminate. In revoke the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectwithin Ten (10) business days of receipt of such request from the Investor. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. Conditions 2.1 Subject to clause 3, Completion shall be conditional in all respects on: 2.1.1 the passing of the Resolutions; and 2.1.2 the admission of the New Shares to trading on AIM becoming effective in accordance with the latest edition of the AIM Rules (a) “Admission”). 2.2 The Investor hereby irrevocably subscribes for and Company agrees to purchase notify Intrexon in writing within one Business Day of the number last of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor Condition in clause 2.1.1 (but not clause 2.1.2 (the “Purchase PriceAdmission Condition”)) is payable in being satisfied and the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant Company shall provide such evidence as Intrexon may reasonably request as to the Form 1-A Regulation A Offering Circular dated December 14satisfaction of these Conditions. 2.3 From the date of this Agreement until Completion (or termination of this Agreement), 2021 and its exhibits as filed the Company undertakes to Intrexon that it shall take no action that is inconsistent with the Securities provisions of this Agreement or the consummation of the Subscription as contemplated by this Agreement. 2.4 If the Conditions have not been satisfied in full on or before April 15, 2013, this Agreement (other than this clause 2.4 and Exchange Commission clauses 4, 7, 8, 9 and 10) shall have no further effect and in such event no party to this Agreement shall have any claim against the other parties to this Agreement for costs, damages, compensation or otherwise, provided that such termination shall be without prejudice to any accrued rights or obligations of any party under this Agreement or the ability of Intrexon to bring a claim against the Company for a breach of the Warranties. 2.5 The Company agrees that, promptly (but in no event more than five days) following the date of this Agreement, it will send to each Stockholder entitled thereto a circular incorporating a notice convening a special meeting of the Stockholders of the Company (the “SECCircular”) on December 14containing the Resolutions, 2021 (collectivelyin accordance with the requirements of the Bylaws and the Certificate of Incorporation. 2.6 Upon signing of this Agreement, the “Offering Circular”). The Investor is also urged Company shall deliver to review Intrexon duly passed resolutions of the Company’s Annual Report for Board in terms reasonably satisfactory to Intrexon approving the entry into this Agreement and granting all necessary authorities to implement its fiscal year ended December 31terms including, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing subject to the Offeringsatisfaction of the Conditions and receipt of the subscription monies from Intrexon, the Investor acknowledges that Investor has received a copy issue of the SEC Reports and any other information required by Investor New Shares to make an investment decision Intrexon in accordance with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (aA) The Subject to the terms and conditions hereinafter set forth in this Subscription Agreement, the Investor hereby irrevocably subscribes for and agrees offers to purchase the number of Shares shares of Preferred Stock as set forth on in the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth hereinInvestor Signature Page attached hereto. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant Company has the right to the Form 1-A Regulation A Offering Circular dated December 14accept or reject this Offer, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reasonwhatsoever. Acceptance of this Offer, at any time prior subject to the Termination Datecondition set forth in Section 3, shall be deemed given by the countersigning of this Subscription Agreement on behalf of the Company. (B) If the Company at its sole and absolute discretion. In additionaccepts the Offer, the Company, at its sole and absolute discretion, may allocate to Investor only a portion closing of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares Preferred Stock (or any portion thereofthe "Closing") will be held contemporaneously with the closing of the merger contemplated by the Merger Agreement and the shares of capital stock to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectbe issued pursuant thereto. (dC) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectivelyIf the Company accepts the Offer, the “Transferees”); providedInvestor will pay for the Preferred Stock subscribed for hereunder by wire transfer, however, that for any such transfer to be deemed effectivedeposited in a special non-interest bearing escrow account established by the Placement Agent and the Company (the "Escrow Account") with Wachovia Bank, N.A. (the "Escrow Agent"), within 24 hours of written notice from the Company to the Investor stating that the conditions to Closing set forth in Section 3 have been satisfied and the Company is prepared to proceed to Closing. Contemporaneously with Investor's delivery of the payment for the Preferred Stock subscribed to hereunder to the Escrow Account, the Transferee shall have executed and delivered Company will deliver to the Escrow Agent certificate(s) representing the Preferred Stock subscribed for by the Investor. At Closing, the funds deposited into the Escrow Account will be released to the Company in advance an instrument in form acceptable and the certificate(s) representing the Preferred Stock subscribed for by the Investor will be released to the Company in its sole discretion, pursuant Investor. (D) The Investor agrees to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and comply with the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for tenders this subscription and agrees applies to purchase the number of Proportionate Voting Shares set forth on (“Shares”) in the signature page hereto at the Per Share Purchase PriceCorporation indicated below, upon pursuant to the terms and conditions set forth hereinof this Subscription Agreement. The aggregate purchase price for the Shares with respect to of each Investor Share is Eighty-Seven Dollar and Fifty Cents (the “Purchase Price”$87.50) is payable in the manner provided in Section 2(a) below..full upon subscription. (ba) Investor The Subscriber understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 filed with the SEC and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). . (b) The Investor Offering of the Proportionate Voting Shares is also urged to review described in the Company’s Annual Report for its fiscal year ended December 31, 2020Offering Circular, which has been filed or will be filed by is available at hxxxx://xxxxxxx.xxx, as well as on the Company with EXXXX website of the SEC pursuant SEC. While they are subject to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offeringchange, the Investor acknowledges that Investor has received Corporation advises the Subscriber to print and retain a copy of these documents for the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same dateSubscriber’s records. (c) This subscription may be accepted or rejected in whole or in partIn connection with this subscription, for any reason or for no reasonthe Subscriber represents and warrants that the personal, at any time prior business and financial information provided to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, Corporation along with this Subscription Agreement shall have no force or effectthrough any online website, except for Section 5 hereofis complete and accurate, and presents a true statement of the Subscriber's financial condition. The Subscriber further sets forth statements upon which shall remain in full force and effectreliance can be made to determine the suitability of the Subscriber to purchase the Shares. (d) The terms of Corporation has the right to reject this Subscription Agreement in whole or in part for any reason. The Subscriber may not cancel, terminate or revoke this Agreement, which, in the case of an individual, shall survive the Subscriber’s death or disability and shall be binding upon Investor the Subscriber and its permitted transferees, the Subscriber’s heirs, successors trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees and assigns assigns. (collectivelye) Once the Subscriber makes a funding commitment to purchase Proportionate Voting Shares, such commitment shall be irrevocable until the Shares are issued, the “Transferees”); providedPurchase is rejected by the Corporation, however, that for any such transfer or the Corporation otherwise determines not to be deemed effectiveconsummate the transactions contemplated by this Agreement. (f) By signing below, the Transferee shall have executed and delivered Subscriber agrees to the Company in advance an instrument in form acceptable following terms and consents to receive communications relating to the Company in its sole discretion, pursuant to which Shares electronically from the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionCorporation.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) The Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14July 29, 2021 2019, as amended September 9, 2019, and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14, 2021 [ ] (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report on Form 10-K for its the fiscal year ended December 31, 20202018, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A on March 25, 2019 and any Quarterly Reports on Form 110-U Q and Current Reports pursuant to Regulation A on Form 8-K filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that the Investor has received a copy been provided with instruction on how to access of the SEC Reports and any other information required by the Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify the Investor whether this subscription is accepted (whether in whole or in part) or rejected. If the Investor’s subscription is rejected, the Investor’s payment (or portion thereof if partially rejected) will be returned to the Investor without interest and all of the Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon the Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of the Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14___, 2021 201___ and its exhibits (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at a purchase price of One Dollars ($1.00) per such share (the “Per Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 2018 and its exhibits (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,.” pursuant to the terms of the Offering Circular. As a result, This means not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination DateDate (as hereinafter defined), by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned (“Purchaser”) hereby irrevocably subscribes for to become a Member in DLP LENDING FUND, LLC, a Delaware limited liability company, (the “LLC”) and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Pricelimited liability membership interests (“Shares”) indicated above, upon all in accordance with the terms and conditions set forth herein. The aggregate purchase price for of this Subscription Agreement, the Shares with respect to each Investor Operating Agreement (the “Purchase PriceOperating Agreement”) is payable in ), and the manner provided in Section 2(a) below..Private Placement Memorandum dated January 1, 2017, as amended (the “Memorandum”). (b) Investor understands The Purchaser acknowledges and agrees that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14this subscription cannot be withdrawn, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14terminated, 2021 (collectively, the “Offering Circular”)or revoked. The Investor Purchaser agrees to become a Member of the LLC and to be bound by all the terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed not transferable or will be filed assignable by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datePurchaser. (c) This subscription may be accepted or rejected in as a whole or in part, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at Manager in its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether If this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investorthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Investor without interest and all the extent of Investor’s obligations hereunder such rejection. This subscription shall terminate. In be binding on the event of rejection of this subscription in its entirety, or in LLC only upon acceptance by the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectManager. (d) The terms Neither the execution nor the acceptance of this Subscription Agreement shall be binding upon Investor constitutes the Purchaser a Member of the LLC. This is an agreement to purchase the Shares on a when issued basis; and its permitted transferees, heirs, successors the Purchaser will become a Member only when the Purchaser’s funds are transferred to the account of the LLC and assigns (collectivelythe Shares are issued to the Purchaser. Until that time, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee Purchaser shall have executed only the rights set forth in this Subscription Agreement. (e) The Purchaser’s rights 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 acknowledge and agree to responsibilities will be bound governed by the representations terms and warranties of Investor and the terms conditions of this Subscription Agreement, the Memorandum, and the Operating Agreement. No transfer The LLC will rely upon the information provided in this Subscription Agreement and in the attached Investor Questionnaire to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act who are U.S. or foreign investors, or one of this Agreement may thirty-five (35) non-Accredited U.S. or foreign Investors that will be made without the consent of the Company, which may be withheld in its sole and absolute discretionallowed to purchase Shares.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “"Purchase Price”") is payable in the manner provided in Section 2(a) below... The minimum number of Shares that the Investor may purchase is 500 shares for a subscription price of $500. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A offering statement of which the Offering Circular forms a part, dated December 14[________], 2021 2024 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “"SEC”") on December 14[_________], 2021 2024 (collectively, the “"Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”"). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “"rolling basis,” " pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. Because the Offering is not subject to a minimum sale amount, proceeds from the Offering will be made immediately available to the Company and the use of funds by the Company is not conditioned upon the sale of any other Securities. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company Company, or its designated agents, will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s 's subscription is rejected, Investor’s 's payment (or portion thereof if partially rejected) will be returned to Investor without interest and and, if rejected in whole, all of Investor’s 's obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors successors, and assigns (collectively, the “"Transferees”"); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. 3.1 Subject to the fulfilment of the Conditions, the Vendor agrees to subscribe as principal, and the Company agrees to allot and issue, the Subscription Shares at the Subscription Price on the Subscription Completion Date. The Subscription Shares shall be fully paid, free from all Encumbrances and shall rank pari passu in all respects with the Shares in issue prior to the Subscription Completion Date and in particular will rank in full for all dividends and other distributions declared, made or paid at any time after the Subscription Completion Date. 3.2 The Subscription Completion is conditional upon: (a) The Investor hereby irrevocably subscribes for the Listing Committee of the Stock Exchange granting listing of and agrees permission to purchase deal in all of the number of Subscription Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase PriceRegulatory Condition”) is payable in the manner provided in Section 2(a) below..); and (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” Placing Completion having occurred pursuant to the terms of this Agreement, (together, the Offering Circular. As a result, not all investors will receive their Shares on the same date“Conditions”). (c) This subscription 3.3 The Company shall use its best endeavours to procure the fulfilment of the Regulatory Condition and in particular, shall furnish such information, supply such documents, pay such fees, give such undertakings and do all such acts and things as may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, reasonably required by the Company at its sole and absolute discretion. In addition, Stock Exchange in connection with the Company, at its sole and absolute discretion, may allocate to Investor only a portion fulfilment of the number of the Shares that Investor has subscribed for hereunderRegulatory Condition. The Company will shall immediately notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. the Vendor upon fulfilment of the Regulatory Condition by providing a copy of the relevant letter from the Stock Exchange. 3.4 If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all any of Investor’s obligations hereunder shall terminate. In the event of rejection Conditions are not fulfilled within 30 days after the date of this subscription in its entiretyAgreement, or such later date as may be agreed in writing between the event Company and the sale Vendor, the obligations of the Shares (or any portion thereof) to an Investor is not consummated for any reason, Company and the Vendor under this Subscription Agreement Clause 3 shall terminate and none of the parties shall have no force any claim against the others for costs, damages, compensation or effectotherwise provided in this Agreement in respect of the Subscription. 3.5 The price for the Subscription Shares shall be an amount of HK$740,515,867 (the “Subscription Price”), except for Section 5 hereofrepresenting a price per Subscription Share of HK$4.8106, which shall remain in full force and effectbe payable by the Vendor to the Company on the Subscription Completion. 3.6 At the Subscription Completion: (da) The terms the Company shall: (i) allot and issue to the Vendor the Subscription Shares and shall promptly thereafter register the Vendor or such person as the Vendor may nominate as the holder of this the Subscription Agreement Shares and shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer cause to be deemed effective, the Transferee shall have executed and delivered to the Company Vendor definitive certificates of title in advance an instrument respect of the Subscription Shares in form acceptable the name of the Vendor or the Vendor’s nominee; (ii) deliver to the Vendor certified copies of the resolutions of the Board approving this Agreement and the transactions contemplated hereunder, including the allotment of the Subscription Shares pursuant to this Clause 3; and (b) the Vendor shall make or procure the making of payment in Hong Kong dollars for value on the Subscription Completion Date to the Company of an amount equal to (i) the Subscription Price less (ii) the expenses properly incurred by it (if any) in its sole discretion, pursuant to which connection with the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor Placing and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of to the Company, which may be withheld in its sole and absolute discretion’s Bank Account.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14_____________, 2021 2022 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14on______________, 2021 2022 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor Subscriber hereby irrevocably subscribes for and agrees commits to purchase _____________ Units of the number Company (must subscribe to a minimum of Shares set forth on the signature page hereto 1 Unit), at the Per Share Purchase Pricea purchase price of $500.00 per Unit, for a total purchase price of $_____________________, upon the terms and conditions set forth hereinherein (the or this “Subscription”). The aggregate total purchase price for the Shares with respect to each Investor (the “Purchase Price”) Subscription is payable in the manner provided in Section 2(a) 3 below... The Units being subscribed for under this Agreement are sometimes referred to herein as the “Securities.” (b) Investor The Subscriber understands that the Shares Securities are being offered pursuant to the Form 1-A A, Regulation A Offering Statement, including an Offering Circular dated December 14, 2021 and its exhibits as filed with attached Operating Agreement. A full description of the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with set forth in the Offering Circular are hereinafter collectively referred to as the “SEC Reports”)and accompanying Operating Agreement. By subscribing to the Offering, the Investor Subscriber acknowledges that Investor he/she/it has received and reviewed a copy of the SEC Reports Offering Circular, Operating Agreement and any other information required requested by Investor the Subscriber in writing to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same dateSecurities. (c) This subscription Subscription may be accepted or rejected rejected, in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at in its sole and absolute discretion. In addition, the Company, at in its sole and absolute discretion, may allocate to Investor the Subscriber only a portion of the number of the Shares that Investor has Units subscribed for hereunderfor. The Company Escrow Agent (as defined in Section 3 below) will notify Investor whether this subscription the Subscriber via e-mail in each of the following instances: (i) when the Subscriber’s Closing Documents (as defined in Section 3 below) are received; (ii) when the Subscriber’s Commitment sums are received; and (iii) if and when the Subscriber’s Subscription is accepted (whether in whole or in part) or rejected. In the event that the Subscription is accepted, the Escrow Agent shall also e-mail the Subscriber a copy of the duly executed Agreement. If Investor’s subscription the Subscription is rejected, Investorthe Subscriber’s payment (or portion thereof if partially rejected) will be returned to Investor him/her/it without interest and all of Investorthe Subscriber’s obligations hereunder shall terminateterminate except with respect to any portion of the Commitment and accompanying Units successfully subscribed for. Opening Night Enterprises/Subscription Agreement & Investor Questionnaire/(2017/18) 3 (d) The maximum number of shares of the Company’s Units that may be sold in this Offering shall not exceed 100,000 (the “Maximum Units”). The Company may accept subscriptions until the earlier of: (1) Sale of the Maximum Units; (2) twelve months from the date that the Offering is qualified by the SEC, unless extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Units (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of Units 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 Shares Units (or any portion thereof) to an Investor the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 Sections 7, 8 and 9 hereof, which shall remain in full force and effect. (df) The terms of this Subscription Agreement shall be binding upon Investor the Subscriber and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Transfers of Interests provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company Company, in advance advance, an instrument in form agreement acceptable to the Company Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge acknowledge, agree, and agree to be bound by the representations and warranties of Investor the Subscriber and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number of Shares shares (the “Shares”) of Common Stock, free of restrictive legend and stop transfer orders, as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below..). (b) Investor understands that the The Shares are being offered have been registered pursuant to a Registration Statement on Form S-3, Registration No. 333-220549, which registration statement (the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with “Registration Statement”) was declared effective by the Securities and Exchange Commission on October 6, 2017, and is effective on the date hereof. A final prospectus supplement (the “SECProspectus Supplement”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to delivered as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datelaw. (c) This The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription may be accepted or rejected for the Common Stock, in whole or in part, part for any reason or for no reason, and at any time prior to the Termination DateClosing (as defined below) thereon, notwithstanding prior receipt by the Company at its sole and absolute discretionInvestor of notice of acceptance of the Investor’s subscription. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of event the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, the Investor’s payment (or portion thereof if partially rejected) will be returned promptly to the Investor without interest or deduction and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except . The Shares subscribed for Section 5 hereof, which shall remain in full force herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and effectcountersigned by the Company and the Closing with respect to the Investor’s subscription has occurred. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, Provided the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and Purchase Price has been delivered to the Company in advance an instrument in form acceptable and the Company has filed the Prospectus Supplement to the Company in its sole discretion, Registration Statement pursuant to which Rule 424(b) with respect to the proposed Transferee offer and sale of the Shares, the closing of Investor’s purchase of the Shares pursuant to this Subscription (the “Closing”) shall acknowledge and agree occur on or prior to April 16, 2019 (the date of the Closing, the “Closing Date”). Upon the Closing, the Company shall cause the Shares to be bound delivered to the Investor, which delivery shall be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions” or otherwise provided in writing by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionInvestor.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “"Purchase Price”") is payable in the manner provided in Section 2(a) below... The minimum number of Shares that the Investor may purchase is ten shares for a subscription price of $10.00. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14November 25, 2021 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “"SEC”") on December 14_____________, 2021 2020 (collectively, the “"Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”"). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “"rolling basis,” " pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s 's subscription is rejected, Investor’s 's payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s 's obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “"Transferees”"); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor Subscriber hereby irrevocably subscribes for and agrees commits to purchase _____________ Units of the number Company (must subscribe to a minimum of Shares set forth on the signature page hereto 1 Unit), at the Per Share Purchase Pricea purchase price of $500.00 per Unit, for a total purchase price of $_____________________, upon the terms and conditions set forth hereinherein (the or this “Subscription”). The aggregate total purchase price for the Shares with respect to each Investor (the “Purchase Price”) Subscription is payable in the manner provided in Section 2(a) 3 below... The Units being subscribed for under this Agreement are sometimes referred to herein as the “Securities.” (b) Investor The Subscriber understands that the Shares Securities are being offered pursuant to the Form 1-A A, Regulation A Offering Statement, including an Offering Circular dated December 14, 2021 and its exhibits as filed with attached Operating Agreement. A full description of the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with set forth in the Offering Circular are hereinafter collectively referred to as the “SEC Reports”)and accompanying Operating Agreement. By subscribing to the Offering, the Investor Subscriber acknowledges that Investor he/she/it has received and reviewed a copy of the SEC Reports Offering Circular, Operating Agreement and any other information required requested by Investor the Subscriber in writing to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same dateSecurities. (c) This subscription Subscription may be accepted or rejected rejected, in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at in its sole and absolute discretion. In addition, the Company, at in its sole and absolute discretion, may allocate to Investor the Subscriber only a portion of the number of the Shares that Investor has Units subscribed for hereunderfor. The Company Escrow Agent (as defined in Section 3 below) will notify Investor whether this subscription the Subscriber via e-mail in each of the following instances: (i) when the Subscriber’s Closing Documents (as defined in Section 3 below) are received; (ii) when the Subscriber’s Commitment sums are received; and (iii) if and when the Subscriber’s Subscription is accepted (whether in whole or in part) or rejected. In the event that the Subscription is accepted, the Escrow Agent shall also e-mail the Subscriber a copy of the duly executed Agreement. If Investor’s subscription the Subscription is rejected, Investorthe Subscriber’s payment (or portion thereof if partially rejected) will be returned to Investor him/her/it without interest and all of Investorthe Subscriber’s obligations hereunder shall terminateterminate except with respect to any portion of the Commitment and accompanying Units successfully subscribed for. Opening Night Enterprises/Subscription Agreement & Investor Questionnaire/(2019/20) 3 (d) The maximum number of shares of the Company’s Units that may be sold in this Offering shall not exceed 100,000 (the “Maximum Units”). The Company may accept subscriptions until the earlier of: (1) Sale of the Maximum Units; (2) twelve months from the date that the Offering is qualified by the SEC, unless extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as may be sought to sell the Maximum Units (the “Termination Date”). Once accepted, the Company may immediately use the proceeds from this Subscription for its business needs, in its sole discretion. The Company may elect to set an earlier Termination Date and end the Offering. No minimum number of Units 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 Shares Units (or any portion thereof) to an Investor the Subscriber is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 Sections 7, 8 and 9 hereof, which shall remain in full force and effect. (df) The terms of this Subscription Agreement shall be binding upon Investor the Subscriber and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, provided that for any such transfer to be deemed effective, the Subscriber shall have complied with the Transfers of Interests provisions set forth under Section 2 below and Transferee shall have executed and delivered to the Company Company, in advance advance, an instrument in form agreement acceptable to the Company Company, in its sole discretion, pursuant to which the proposed Transferee shall acknowledge acknowledge, agree, and agree to be bound by the representations and warranties of Investor the Subscriber and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned (“Investor”) hereby irrevocably subscribes for and agrees to purchase shares of Series C-1 Preferred Stock, par value $0.0001 per share (the number “Shares”), of Shares set forth Gin & Luck Inc., a Delaware corporation (the “Company”), at a purchase price of $1.81044 per share of Series C-1 Preferred Stock (the “Per Security Price”), rounded down to the nearest whole share based on the signature page hereto at the Per Share Purchase PriceInvestor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor herein (the “Purchase PriceSubscription”) ). The minimum subscription is $1,001.18. The purchase price of each Share is payable in the manner provided in Section 2(a3(b) below... The Shares being subscribed for under this Subscription Agreement and the Common Stock issuable upon the conversion of such Shares are sometimes referred to herein as the “Securities.” The rights and preferences of the Shares are as set forth in the Second Amended and Restated Certificate of Incorporation of the Company, available in the Exhibits to the Offering Statement of the Company (the “Offering Statement”) filed with the Securities and Exchange Commission (the “SEC”). (b) Investor understands that the Shares are being offered (the “Offering”) pursuant to the Form 1-A Regulation A Offering Circular dated December 14[ ], 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been as filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”)SEC. By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports Offering Statement and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same 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 the Termination Date, part by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, subject to the conditions set forth herein. Investor may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether not cancel, terminate or revoke this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejectedSubscription Agreement, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entiretywhich, or in the event the sale case of the Shares (an individual, shall survive his death or any portion thereof) to an Investor is not consummated for any reasondisability and shall be binding upon Investor, this Subscription Agreement shall have no force his heirs, trustees, beneficiaries, executors, personal or effectlegal administrators or representatives, except for Section 5 hereofsuccessors, which shall remain in full force transferees and effectassigns. (d) Once Investor makes a funding commitment to purchase Shares, it is irrevocable until the Shares are issued, the Subscription is rejected by the Company, or the Company otherwise determines not to consummate the transaction. Providing that all 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 (each a “Closing”). (e) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, provided that for any such transfer to be deemed effective, (i) 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 acknowledge be acknowledge, agree, and agree to be bound by the representations and warranties of Investor herein and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent each of the CompanyTransaction Agreements (as defined below), which may be withheld and (ii) the Company consents to the transfer in its sole and absolute discretion.

Subscription. Conditions 2.1 Subject to clause 3, Completion shall be conditional in all respects on: 2.1.1 the passing of the Resolutions; 2.1.2 the obtaining by the Company of the Mandatory Offer Waiver; and 2.1.3 the admission of the New Shares to trading on AIM becoming effective in accordance with the latest edition of the AIM Rules (a) “Admission”). 2.2 The Investor hereby irrevocably subscribes for and Company agrees to purchase notify the number Investors in writing within one Business Day of Shares set forth on the signature page hereto at last of the Per Share Purchase Price, upon the terms Conditions in clauses 2.1.1 and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor 2.1.2 (but not clause 2.1.3 (the “Purchase PriceAdmission Condition”)) is payable in being satisfied and the manner provided in Section 2(a) below.. (b) Investor understands that Company shall provide such evidence as the Shares are being offered pursuant Investors may reasonably request as to the Form 1-A Regulation A Offering Circular dated December 14satisfaction of these Conditions. 2.3 From the date of this Agreement until Completion (or termination of this Agreement), 2021 and its exhibits as filed the Company undertakes to the Investors that it shall take no action that is inconsistent with the Securities provisions of this Agreement or the consummation of the Subscription as contemplated by this Agreement. 2.4 If the Conditions have not been satisfied in full on or before April 1, 2013, this Agreement (other than this clause 2.4 and Exchange Commission clauses 4, 7, 8, 9 and 10) shall have no further effect and in such event no party to this Agreement shall have any claim against the other parties to this Agreement for costs, damages, compensation or otherwise, provided that such termination shall be without prejudice to any accrued rights or obligations of any party under this Agreement or the ability of the Investors to bring a claim against the Company for a breach of the Warranties. 2.5 The Company agrees that, promptly (but in no event more than five days) following the date of this Agreement, it will send to each Shareholder entitled thereto a circular incorporating a notice convening a special meeting of the Shareholders of the Company (the “SECCircular”) on December 14containing the Resolutions, 2021 (collectivelyincluding the request for the Mandatory Offer Waiver, in accordance with the requirements of the Bylaws and the Certificate of Incorporation. 2.6 Upon signing of this Agreement, the “Offering Circular”). The Investor is also urged Company shall deliver to review each of the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by Investors duly passed resolutions of the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing Board in terms reasonably satisfactory to the OfferingInvestors approving the entry into this Agreement and granting all necessary authorities to implement its terms including, subject to the satisfaction of the Conditions and receipt of the subscription monies from the Investors, the Investor acknowledges that Investor has received a copy issue of the SEC Reports and any other information required by Investor to make an investment decision with respect New Shares to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected Investors in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and accordance with the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. Investors will purchase (athe "Offering") The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares shares (each a "Share," collectively the "Shares") of common stock. par value $0.01 (the "Common Stock"), of American Caresource Holdings, Inc. (the "Company") set forth on the signature page hereto to this Subscription Agreement at a purchase price of $5.00 per Share. The subscription for the Per Share Purchase Price, upon Shares will be made in accordance with and subject to the terms and conditions set forth hereinof this Subscription Agreement and the Company's Confidential Private Placement Memorandum used in the Offering (the "Memorandum"). The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission on a 1,200,000 Share ($6,000,000) minimum amount (the “SEC”"Minimum Amount") on December 14, 2021 and a 2,000,000 Share (collectively$10,000,000) maximum amount (the "Maximum Amount") basis. The minimum investment amount that may be purchased by an Investor is 20,000 Shares ($100,000) (the "Minimum Investor Purchase"); provided however, the “Offering Circular”)Company may in its sole discretion accept an Investor subscription for an amount less than the Minimum Investor Purchase. The Investor is also urged Shares are entitled to review certain registration rights as provided in the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by Registration Rights Agreement (the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”"Registration Rights Agreement"). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, among the Company, at its sole the Placement Agent (defined below) and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or Investors in the event Offering. * ("*" or the "Placement Agent"), is acting as the non-exclusive placement agent to the Company in connection with the sale of the Shares on a "reasonable efforts" basis solely to "accredited investors" (or any portion thereof) to an Investor is not consummated for any reasonas defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. as amended (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”"Securities Act")); provided, however, that in the event subscriptions for any such transfer to be deemed effectivemore than the Minimum Amount are received, the Transferee shall have executed and delivered Company reserves the right to accept additional subscriptions up to the Maximum Amount. The Company and the Placement Agent reserve the right (but are not obligated) to purchase and/or have their respective employees, agents, officers, directors and affiliates subscribe and purchase Shares in advance an instrument in form acceptable to the Offering and all such purchases will be counted towards the Minimum Amount and Maximum Amount. If the Company and/or the Placement Agent rejects a subscription, either in its whole or in part (which decision is in their sole discretion), pursuant the rejected subscription funds or the rejected portion thereof will be returned promptly to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the such subscriber without interest accrued thereon. The terms of this Subscription Agreementthe Offering are more completely described in the Memorandum and such terms are incorporated herein in their entirety. No transfer of this Agreement may be made without Capitalized terms used, but not otherwise defined herein, will have the consent of respective meanings provided in the Company, which may be withheld in its sole and absolute discretionMemorandum.

Subscription. AMOUNT OF INVESTMENT: $___________________________________________ NUMBER OF MEMBERSHIP INTERESTS PURCHASED: ___________________ DISTRIBUTION ELECTION (aplease select one): ☐ CASH ☐ REINVESTMENT Purchasers are required to electronically complete this Subscription Agreement for the desired investment amount. A Purchaser’s electronic signature, 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 of the Agreement, the undersigned (“Purchaser”) The Investor hereby irrevocably subscribes for and agrees to purchase Membership Interests (“Membership Interests”) offered by LK Secured Lending Reg A Fund I, LLC, a California limited liability company (the number of Shares set forth on “Company”), in the signature page hereto at the Per Share Purchase Priceamount indicated above, upon all in accordance with the terms and conditions set forth herein. The aggregate purchase price for of this Subscription Agreement, the Shares with respect to each Investor Articles of Organization (the “Purchase PriceArticles”), the Company’s Operating Agreement (“Operating Agreement”) is payable in the manner provided in Section 2(a) below.. and Offering Circular, as amended (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (ca) Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. Purchaser agrees to become a Member and to be bound by all the terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Purchaser, except as expressly provided in the terms and conditions of the actual Operating Agreement. (b) This subscription may be accepted or rejected in as a whole or in part, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at in its sole and absolute discretion. In additionIf this subscription is rejected, the Purchaser’s funds shall be returned to 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 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 the Company and the Membership Interests are issued thereupon to the Purchaser. Until such time, the Purchaser shall have only those rights as may be set forth in this Subscription Agreement. SUBSCRIPTION AGREEMENT LK SECURED LENDING REG A FUND, LLC (d) The offering of Membership Interests is described in the Offering Circular, that is available through the online platform StartEngine Crowdfunding, Inc. (“Platform”). Purchaser must read this Agreement, the Offering Circular (including exhibits attached thereof), 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 and to receive communications relating to the Membership Interests electronically. (e) Once Purchaser makes a funding commitment to purchase Membership Interests, it is irrevocable until the Membership Interests are issued, the purchase is rejected by the Company, at 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 Agreement, the Offering Circular, the Articles and Operating Agreement. If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in this Subscription Agreement 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 Ninety (90) days, the Investor may request in writing to recover his, her or its investment funds. If, upon receipt of such request in writing, the Company has not yet accepted the Investor as a Member, then the Company may, in its sole and absolute discretion, may allocate to Investor only a portion of return the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned funds to Investor without interest the investor and all of Investor’s obligations hereunder shall terminate. In revoke the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectwithin Ten (10) business days of receipt of such request from the Investor. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at a purchase price of Eight Dollars ($8.00) per such share (the “Per Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14January ___, 2021 2017 and its exhibits (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,.” pursuant to the terms of the Offering Circular. As a result, This means not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination DateDate (as hereinafter defined), by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned (individually and/or collectively, the “Participant”) hereby irrevocably subscribes for and agrees applies to purchase shares of restricted common stock (the number "Shares" or the “Common Stock”) and warrants convertible into shares of Shares set forth on restricted Common Stock (“Warrants”) of Procera Networks, Inc., a Nevada corporation (the signature page hereto at the Per Share Purchase Price“Company”), upon in accordance with the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor of this Subscription Agreement (the “Purchase PriceSubscription”) and the Confidential Private Placement Memorandum to which this Subscription is payable in attached (the manner provided in Section 2(a) below..“Memorandum”). (b) Investor understands that Before this Subscription is considered, the Shares are being offered pursuant Participant must complete, execute and deliver to the Form 1-A Regulation A Offering Circular dated December 14Company the following: (i) This Subscription; (ii) The Registration Rights Agreement, 2021 and its exhibits attached to the Memorandum as filed with the Securities and Exchange Commission Exhibit C (the “SEC”) on December 14, 2021 (collectively, the “Offering CircularRights Agreement”). ; (iii) The Investor is also urged Questionnaire attached to review the Memorandum as Exhibit A; and (iv) The Participant’s check in the amount of $__________ in exchange for _________ Shares purchased, or wire transfer sent according to the Company’s Annual Report for its fiscal year ended December 31instructions: (v) The Form of Warrant Agreement, 2020attached to the Memorandum as Exhibit D, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1convertible into that number of shares of Common Stock totaling Twenty Percent (20%) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed the Shares purchased by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Participant in this Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders Warrants shall have an exercise price of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date$1.50 per share. (c) This subscription 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, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at in its sole and absolute discretion. In additionthe event this Subscription is rejected by the Company, all funds and documents tendered by the Participant shall be returned. (f) The Company’s placement agent, Chadbourn Securities, Inc., and/or other advisors, placement agents, broker dealers and/or finders (collectively the “Placement Agent”) shall receive total cash fees not to exceed 8% of the proceeds raised in this Offering from investors introduced to the Company by Placement Agent plus total warrants not to exceed 10% of the shares of common stock purchased in this Offering from investors introduced to the Company by Placement Agent, exercisable at the Offering Price. Cash fees not to exceed 1% of the proceeds raised in this Offering from investors introduced to the Company by other than the Placement Agent and total warrants not to exceed 5% of the shares of common stock purchased in this Offering from investors introduced to the Company by other than the Placement Agent, exercisable at the Offering Price, shall be paid to the Placement Agent. The Company has also agreed to indemnify the Placement Agent against certain civil liabilities, including liabilities under the Securities Act. The Placement Agent has agreed to offer the Shares on an agency and “best efforts” basis. ___________ Subscription Agreement Participant’s Initials Procera Networks, Inc. (g) This Offering, as defined in the Memorandum, is scheduled to close no later than December 31, 2006 at 5:00 P.M. Pacific Standard Time (the “Closing Date”), provided, however, that the Company, at its sole and absolute discretionelection, may allocate extend this Offering up to Investor only a portion of the number of the Shares that Investor has subscribed for hereunderan additional sixty (60) days. The Target Offering is for up to 5,000,000 shares of common stock and warrants convertible to purchase up to 1,000,000 shares of common stock at an exercise price of $1.50 per share, but this Offering has no prescribed minimum amount and the Company will notify Investor whether this subscription is accepted (whether in whole may accept smaller amounts from participants or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection have multiple closings of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectOffering. (dh) The terms of this Subscription Until the registration statement contemplated by the Rights Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed is declared effective, 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 Transferee shall have executed and delivered Securities Exchange Act of 1934, as amended, or short sale position with respect to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion’s securities.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14_______________, 2021 2019 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been ) as filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”)SEC. By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. 1.1 Xxxxxx Financial Group, Inc., a Delaware corporation (athe "Company"), is offering to you the opportunity to purchase shares of Series B Preferred Stock of the Company (the "Series B Shares"), together with Common Stock of the Company (the "Common Shares" and collectively with the Series B Shares, the "Securities"). 1.2 The undersigned (the "Subscriber") The Investor hereby irrevocably subscribes for and agrees to the purchase of the number of Shares Securities as set forth on the signature page hereto (the "Purchased Securities"), for a price (the "Purchase Price") determined at the Per Share Purchase Pricerate of $1000 for each Series B Share, upon with 1000 Common Shares (such subscription referred to herein as the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”"Subscription"). The Investor is also urged to review Purchase Price shall be allocated between the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed Series B Shares and the Common Shares acquired by this Subscription as specified by the Company with on the SEC pursuant signature page to Rule 257(b)(1) of Regulation this Agreement. 1.3 The Subscriber shall fully complete this Agreement, including Appendices A and any Form 1-U Current Reports pursuant B attached hereto. Upon the execution hereof, the Subscriber shall deliver to Regulation A filed the Company (i) two executed copies of this Agreement, and (ii) the Purchase Price which shall be paid by a check payable to the order of the Xxxxxx Financial Group, Inc. or by wire transfer to the account specified by the Company with Company. 1.4 As soon as practicable after receipt of the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offeringforegoing items, the Investor acknowledges that Investor Company shall notify the Subscriber whether the Subscription has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be been accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by . If the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only accepts all or a portion of the number of Subscription, this Agreement shall become effective, and the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned shall promptly deliver to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection Subscriber one fully-executed copy of this subscription in its entiretyAgreement, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound countersigned by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may and cause the issuance to Subscriber of the Purchased Securities. If the Subscription is not accepted, the Purchase Price will be withheld in its sole and absolute discretionpromptly refunded to Subscriber, without interest.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14______________, 2021 2020 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been ) as filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”)SEC. By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The minimum subscription amount is $1000 per Investor, unless otherwise agreed upon by the Company. (e) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at a purchase price of Eight Dollars ($8.00) per such share (the “Per Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14March 9, 2021 2017 and its exhibits exhibits, as filed with the Securities and Exchange Commission (the “SEC”) and as qualified by the SEC on December 14March 17, 2021 2017 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,.” pursuant to the terms of the Offering Circular. As a result, This means not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination DateDate (as hereinafter defined), by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Company intends and hereby authorizes the sale and issue of Limited Liability Company interests as follows: (i) a maximum of fifty (50) Series A Units at a Unit price of Thirty Thousand Dollars ($30,000) each, and (ii) a maximum of one hundred eighty (200) Series B Units at a Unit price of Five Thousand Dollars ($5,000) each. Persons whose Capital Contributions have been accepted by the Managing Members in accordance with this Agreement shall be admitted to the Company as Investor hereby irrevocably subscribes for and agrees Members. Notwithstanding the foregoing, the total Capital Contributions accepted by the Company shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000), unless the Managing Members so deem that additional funds are necessary to purchase ensure the number opening of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below..Play. (b) Each Investor understands that the Shares are being offered pursuant Member shall contribute to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by capital of the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to sum set forth as the “SEC Reports”). By subscribing his contribution opposite his signature affixed to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the SharesSubscription Form annexed hereto. The Company will may also accept tenders of funds to purchase the Sharesonline subscriptions with digital signature. The Company will close on investments on a “rolling basis,” pursuant Capital Contribution of each Investor Member shall be payable at the time of his execution of this Agreement and shall be delivered to the terms Managing Members of the Offering CircularCompany. As a result, not all investors will receive their Shares on Fractional units may be issued at the same datesole discretion of the Managing Members. All Persons whose Capital Contributions are accepted by the Managing Members shall be deemed to be Investor Members. (c) This subscription may For each Series A Unit purchased, an Investor Member shall be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior entitled to the Termination Date, by the Company at its sole and absolute discretion. In addition, receive one percent (1%) of Net Profits of the Company, at its sole and absolute discretionfor each Series B Unit purchased, may allocate an Investor Member shall be entitled to receive one-tenth of one percent (0.1%) of Net Profits of the Company, as described herein. Fractional units shall entitle an Investor only Member to receive an equivalent fractional interest of Net Profits of the Company. Any Investor Member who purchases a portion minimum of Fifteen Thousand Dollars ($15,000) in Series B Units shall have his interest in the Company reclassified as Series A Units. (d) Amounts contributed by Investor Members shall be immediately available for use by the Company, without limitation. (e) The Company is hereby authorized to develop, publicize, produce, and exploit the Play regardless of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted Units sold. (whether in whole or in partf) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event that Company expenses actually incurred exceed the total of rejection of this subscription in its entiretyall Capital Contributions, or in the event that the sale Managing Members deem it necessary for the Company to be a guarantor or co-borrower with Boxcar Theatre on any loan to support the development of the Shares (theatrical venue, the Managing Members may, by making contributions or any portion thereof) loans themselves, or by obtaining additional funds or contributions or loans from the Investor Members or others, make available to an the Company such sums as necessary, but such additional funds, contributions or loans shall not have the effect of reducing the share of Net Profits payable to the Investor is not consummated Members, except to the extent that Net Profits are reduced by interest expense and principal repayment. The assets of the Company may serve as collateral for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectsuch loans. (dg) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectivelyNotwithstanding the foregoing, the “Transferees”); provided, however, that for Company shall not require any such transfer Investor Member to be deemed effective, the Transferee shall have executed and delivered contribute any additional funds to the Company beyond his initial Capital Contribution. (h) Unless otherwise provided herein, the Managing Members shall have sole discretion in advance an instrument establishing the conditions of the offering and sale of Units and fractional Units; and the Managing Members are hereby authorized and directed to take whatever action they in form acceptable their collective judgment deem necessary, convenient, appropriate, or desirable in connection therewith, including but not limited to the preparation and filing on behalf of the Company of one or more offering circulars or prospectuses with the SEC and securities commissions (or similar agencies) of those states and jurisdictions which the Managing Members shall deem prudent. (i) Managing Members shall have the right to become Investor Members by paying to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionrequired Capital Contributions.

Subscription. AMOUNT OF INVESTMENT: $____________________________________ (a) The Investor undersigned (the “Purchaser”) hereby irrevocably subscribes for to become a holder (“Noteholder”) of promissory notes in CF FUND II, LLC, a Pennsylvania limited liability company (the “Company”), and agrees to purchase through his, her or its investment the number amount of Shares set forth on the signature page hereto at the Per Share Purchase Pricepromissory notes (“Promissory Notes”) as indicated above, upon all in accordance with the terms and conditions set forth herein. The aggregate purchase price for of this Subscription Agreement, the Shares with respect to each Investor Promissory Notes, the Certificate of Organization of the Company (the “Purchase PriceArticles”) is payable in ), and the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). (b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Investor Purchaser agrees to become a Noteholder and to be bound by all the terms and conditions of the Promissory Notes. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed not transferable or will be filed assignable by the Company with Purchaser, except as expressly provided in the SEC pursuant to Rule 257(b)(1) of Regulation A terms and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy conditions of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same dateactual Promissory Notes. (c) This subscription may be accepted or rejected in as a whole or in part, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at in its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether If this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investorthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Investor without interest and all the extent of Investor’s obligations hereunder such rejection. This subscription shall terminate. In be binding on the event of rejection of this subscription in Company only upon its entirety, or in the event the sale acceptance of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectsame. (d) The terms Neither the execution nor the acceptance of this Subscription Agreement shall be binding upon Investor constitutes the Purchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Promissory Notes on a when issued basis; and its permitted transferees, heirs, successors the Purchaser will become a Noteholder (and assigns (collectivelynot a shareholder or secured creditor) only after the Purchaser’s funds are duly transferred to the account of the Company and the Promissory Notes are issued thereupon to the Purchaser. Until such time, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee Purchaser shall have executed only those rights as may be set forth in this Subscription Agreement. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) The Purchaser’s rights 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 acknowledge and agree to responsibilities will be bound governed by the representations terms and warranties of Investor and the terms conditions of this Subscription Agreement, the Offering Circular, and the Promissory Notes. No transfer If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in this Subscription Agreement 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 rely 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 Promissory Notes. (f) Each Purchaser’s Subscription Agreement will be accepted or rejected by the Company within fifteen (15) days or sooner, of this its receipt. If a Purchaser’s funds have not been deposited into the account of the Company and the Purchaser has not been accepted as a Noteholder within fifteen (15) days of delivering the Subscription Agreement may be made without the consent of to the Company, which may be withheld in the Company will automatically return the Purchaser his, her, or its sole funds and absolute discretionrevoke the Subscription Agreement.

Subscription. (a) The Investor undersigned (“Purchaser”) hereby irrevocably subscribes for to become a Member in THE CAVALLINO FUND, LLC, a California limited liability company, (the “LLC”) and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Pricelimited liability membership interests (“Shares”) indicated above, upon all in accordance with the terms and conditions set forth herein. The aggregate purchase price for of this Subscription Agreement, the Shares with respect to each Investor Operating Agreement (the “Purchase PriceOperating Agreement”), and the Private Placement Memorandum (the “Memorandum”) is payable in the manner provided in Section 2(a) below..dated 1/1/2016. (b) Investor understands The Purchaser acknowledges and agrees that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14this subscription cannot be withdrawn, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14terminated, 2021 (collectively, the “Offering Circular”)or revoked. The Investor Purchaser agrees to become a Member of the LLC and to be bound by all the terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed not transferable or will be filed assignable by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datePurchaser. (c) This subscription may be accepted or rejected in as a whole or in part, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at Manager in its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether If this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investorthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Investor without interest and all the extent of Investor’s obligations hereunder such rejection. This subscription shall terminate. In be binding on the event of rejection of this subscription in its entirety, or in LLC only upon acceptance by the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectManager. (d) The terms Neither the execution nor the acceptance of this Subscription Agreement shall be binding upon Investor constitutes the Purchaser a Member of the LLC. This is an agreement to purchase the Shares on a when issued basis; and its permitted transferees, heirs, successors the Purchaser will become a Member only when the Purchaser’s funds are transferred to the account of the LLC and assigns (collectivelythe Shares are issued to the Purchaser. Until that time, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee Purchaser shall have executed only the rights set forth in this Subscription Agreement. (e) The Purchaser’s rights 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 acknowledge and agree to responsibilities will be bound governed by the representations terms and warranties of Investor and the terms conditions of this Subscription Agreement, the Memorandum, and the Operating Agreement. No transfer The LLC will rely upon the information provided in this Subscription Agreement to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act, or one of this Agreement may thirty-five (35) non-Accredited Investors that will be made without the consent of the Company, which may be withheld in its sole and absolute discretionallowed to purchase Shares.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase shares of Series B Non-Voting Preferred Stock, par value $0.001 per share (the number “Securities”), of Shares set forth on WayBetter, Inc., a corporation incorporated in the signature page hereto state of Delaware (the “Company”), at a purchase price of $1.00 per share of Series B Non-Voting Preferred Stock (the “Per Share Purchase Security Price”), upon the terms and conditions set forth herein. The aggregate purchase price for rights of the Shares with respect to each Investor (the “Purchase Price”) is payable Series B Non-Voting Preferred Stock are as set forth in the manner provided in Section 2(a) below..Amended and Restated Certificate of Incorporation set forth as Exhibit 2.1 of the Offering Statement. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC Reports and any other information reasonably required by the Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datedecision. (c) This subscription may be accepted The Company shall have fourteen days to either accept or rejected in whole or in partreject Investor’s subscription, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretiondiscretion (the “Rejection Period”).The Rejection Period shall begin on the later of (i) the receipt of Investor’s subscription or (ii) the receipt of subscriptions equalling or exceeding, in the aggregate, the Minimum Offering (as defined below). In additionthe event Company chooses to reject this subscription as permitted above, Company shall deliver written notice to North Capital Private Securities Corporation (“NCPS”) demonstrating Company’s intent to do so within the applicable Rejection Period. Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Securities Investor has subscribed for hereunderfor. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. Investor’s subscription shall be deemed to be accepted by the Company only when a duly authorized officer of the Company delivers notice to NCPS and Investor at a Closing or the applicable Rejection Period has expired without Company having provided notice to NCPS of its intent to reject this subscription. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without with interest and all of Investor’s obligations hereunder shall terminate. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall have no obligation to issue any of the Securities to any person who is a resident of a jurisdiction in which the issuance of Securities to such person would constitute a violation of the securities, "blue sky" or other similar laws of such jurisdiction. (d) The aggregate number of Securities sold shall not exceed 20,000,000 (the “Maximum Offering”). The Company may accept subscriptions until January [__], 2017, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 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 Shares Securities (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor (i) such number of Shares shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and (ii) such number of warrants to purchase Common Stock (the “Warrants”, and together with the Shares, the “Securities”), as set forth on the signature page hereto, for an aggregate purchase price set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below..). (b) Investor understands that the Shares are being offered pursuant to the The Securities have been registered on a Registration Statement on Form 1S-3, Registration No. 333-A Regulation A Offering Circular dated December 14138844, 2021 and its exhibits as filed with which registration statement has been declared effective by the Securities and Exchange Commission and is effective on the date hereof (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be together with any registration statement filed by the Company with the SEC pursuant to Rule 257(b)(1462(b) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by under the Company with the SEC (all such reportsSecurities Act, together with the Offering Circular are hereinafter collectively referred to as the “SEC ReportsRegistration Statement”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information A final prospectus supplement will be delivered as required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datelaw. (c) This subscription may be accepted On the closing date, which, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended, is expected to occur on or rejected about August 29, 2007 (the “Closing Date”), upon satisfaction or waiver of all the conditions to closing set forth in whole or in partthe Placement Agency Agreement (the “Placement Agreement”) dated August 24, for any reason or for no reason2007 by and among the Company and the placement agents named therein (the “Placement Agents”), at any time prior (i) the Company shall cause its transfer agent to release to the Termination Date, by Investor or the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted Placement Agents (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale Investor chooses to settle the Shares via DVP by checking the appropriate space on the Signature Page hereto), as the case may be, the number of Shares being purchased by the Investor (such release of Shares shall be made through the facilities of The Depository Trust Company’s DWAC system), (ii) the Company shall deliver to the Investor the Warrants being purchased by the Investor, and (iii) the aggregate purchase price for the Securities being purchased by the Investor will be delivered by or on behalf of the Investor to the Company. If the Investor chooses to settle the Shares via DWAC (or any portion thereof) to an Investor is not consummated for any reasonby checking the appropriate space on the Signature Page hereto), this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain the provisions set forth in full force and effect. (d) The terms of this Subscription Agreement Exhibit A hereto shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound incorporated herein by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionreference as if set forth fully herein.

Subscription. AMOUNT OF INVESTMENT: $____________________________________ (a) The Investor undersigned (“Purchaser”) hereby irrevocably subscribes for to become a holder (“Noteholder”) of promissory notes in CF FUND II, LLC, a Pennsylvania limited liability company (the “Company”), and agrees to purchase through his, her or its investment the number amount of Shares set forth on the signature page hereto at the Per Share Purchase Pricepromissory notes (“Promissory Notes”) as indicated above, upon all in accordance with the terms and conditions set forth herein. The aggregate purchase price for of this Subscription Agreement, the Shares with respect to each Investor Promissory Notes, the Articles of Organization (the “Purchase PriceArticles”) is payable in and Operating Agreement (“Operating Agreement”) of the manner provided in Section 2(a) below..Company, and the Offering Circular dated January 1, 2016 (the “Memorandum”). (b) Investor understands The Purchaser acknowledges and agrees that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14this subscription cannot be withdrawn, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14terminated, 2021 (collectively, the “Offering Circular”)or revoked. The Investor Purchaser agrees to become a Noteholder and to be bound by all the terms and conditions of the Promissory Notes. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed not transferable or will be filed assignable by the Company with Purchaser, except as expressly provided in the SEC pursuant to Rule 257(b)(1) of Regulation A terms and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy conditions of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same dateactual Promissory Notes. (c) This subscription may be accepted or rejected in as a whole or in part, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at in its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether If this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investorthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Investor without interest and all the extent of Investor’s obligations hereunder such rejection. This subscription shall terminate. In be binding on the event of rejection of this subscription in Company only upon its entirety, or in the event the sale acceptance of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectsame. (d) The terms Neither the execution nor the acceptance of this Subscription Agreement shall be binding upon Investor constitutes the Purchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Promissory Notes on a when issued basis; and its permitted transferees, heirs, successors the Purchaser will become a Noteholder (and assigns (collectivelynot a shareholder or secured creditor) only after the Purchaser’s funds are duly transferred to the account of the Company and the Promissory Notes are issued thereupon to the Purchaser. Until such time, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee Purchaser shall have executed only those rights as may be set forth in this Subscription Agreement. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) The Purchaser’s rights 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 acknowledge and agree to responsibilities will be bound governed by the representations terms and warranties of Investor and the terms conditions of this Subscription Agreement, the Memorandum, the Promissory Notes, the Articles and Operating Agreement. No transfer of The Company will rely upon the information provided in this Subscription Agreement may to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act, or sophisticated non-Accredited Investors that will be made without the consent of the Company, which may be withheld in its sole and absolute discretionallowed to purchase Promissory Notes.

Subscription. (a1) The Investor Subject to the conditions to closing set forth herein, each Purchaser hereby irrevocably subscribes for and agrees to purchase Securities for the number of Shares aggregate purchase price set forth on the signature page of such Purchaser hereto (the “Subscription Amount”). The Securities to be issued to a Purchaser hereunder shall consist of (i) Shares in an amount equal to the quotient of (x) the Subscription Amount, divided by (y) the Offering Price, rounded down to the nearest whole number, and (ii) a Warrant to purchase such number of shares of Common Stock to be determined based on a ratio of one (1) share of Common Stock for every two and one half (2.5) Shares purchased hereunder, rounded down to the nearest whole number. The aggregate amount of Securities to be issued pursuant to the Offering shall not exceed 9,823,983 Shares, which number represents 19.9% of the total shares of Common Stock outstanding on the date hereof, and Warrants to purchase 3,929,593 shares of Common Stock. The Company shall allocate the Subscription Amount between the Shares and the Warrants prior to the Closing (as defined below) and provide notice to the Purchasers of such allocation. (2) For purposes of this Agreement, the “Offering Price” shall be $1.45, which shall be the price per Share to be paid by the Purchasers. (3) As soon as possible, but no later than three (3) business days after the date on which the Company receives notice from the American Stock Exchange (the “AMEX”) that the application for listing of the Registrable Securities, as defined below, on Amex by the Company has been accepted and approved, the Company shall hold the closing of the Offering (the “Closing” and the date of the Closing, the “Closing Date”). Prior to the Closing, each Purchaser shall deliver the applicable Subscription Amount, by wire transfer to such escrow account in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be held in the manner described in Paragraph (4) below. There is no minimum subscription amount required for the Closing. (4) All payments for Securities made by the Purchasers will be deposited as soon as practicable for the undersigned’s benefit in a non-interest bearing escrow account. Payments for Securities made by the Purchasers will be returned promptly, prior to an applicable Closing, without interest or deduction, if, or to the extent, the undersigned’s subscription is rejected or the Offering is terminated for any reason. (5) Upon receipt by the Company of the requisite payment for all Securities to be purchased by the Purchasers whose subscriptions are accepted, the Company shall, at the Per Share Purchase PriceClosing: (i) issue to each Purchaser stock certificates representing the shares of Common Stock purchased at such Closing under this Agreement; (ii) issue to each Purchaser a Warrant to purchase such number of shares of Common Stock calculated based on the number of shares of Common Stock issued at such Closing and in accordance with Paragraph (1) above; (iii) deliver to the Purchasers and to Xxxxxxxxxxx & Co. Inc., upon the placement agent for the Offering (the “Placement Agent”), a certificate stating that the representations and warranties made by the Company in Section C of this Agreement were true and correct in all material respects when made and are true and correct in all material respects on the date of each such Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of such Closing date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date); and (iv) cause to be delivered to the Placement Agent and the Purchasers an opinion of Xxxxxx Xxxxx & Bockius, LLP substantially in the form of Exhibit A hereto and reasonably acceptable to counsel for the Placement Agent. (6) Each Purchaser acknowledges and agrees that the purchase of Shares and Warrants by such Purchaser pursuant to the Offering is subject to all the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datethis Agreement. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. By executing this Subscription Agreement electronically, the undersigned purchaser (the “Purchaser” or the “Investor”) hereby agrees to and acknowledges the following: (a) The Investor Purchaser is hereby irrevocably subscribes for and agrees making a binding subscription to purchase the number become a holder (“Stockholder”) of Shares set forth issued by YieldStreet Prism Fund Inc., a Maryland corporation (the “Company”) for the aggregate U.S. dollar purchase price amount elected by the Purchaser on the Platform (as will be reflected on the Purchaser’s signature page hereto at the Per Share Purchase Price, upon of this Subscription Agreement) and on the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable out in the manner provided in Section 2(a) below..this Subscription Agreement. (b) Investor understands The Purchaser acknowledges and agrees that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14this subscription cannot be withdrawn, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14terminated, 2021 (collectively, the “Offering Circular”)or revoked. The Investor Purchaser agrees to become a Stockholder and to be bound by all the terms and conditions contained in this Subscription Agreement. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed not transferable or will be filed assignable by the Company with Purchaser, except as is provided in the SEC pursuant to Rule 257(b)(1) of Regulation A Prospectus and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datethis Subscription Agreement. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at Company, in its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether If this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investorthe Purchaser’s payment funds (or portion thereof if partially rejectedincluding interest) will shall be returned to Investor without interest and all the extent of Investor’s obligations hereunder such rejection. This subscription shall terminate. In be binding on the event of rejection of this subscription in its entirety, or in Company only upon the event the sale acceptance of the Shares (same. The Purchaser agrees that it shall notify the Company immediately of any material change in any representation, warranty or any portion thereof) to an Investor is not consummated for any reason, statement made in this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectbefore acceptance on behalf of the Company of this subscription. (d) The terms Purchaser acknowledges and agrees that any ACH payments initiated by the Purchaser or on its behalf pursuant to this Subscription Agreement are irrevocable and non-refundable on and after the date on which the Shares are issued by the Company to the Purchaser, and the Purchaser hereby agrees to waive its rights effective on and after the date of the issuance of such Shares (i) to rescind or stop payment pursuant to Sections 3.7 and 3.11.2 of the 2018 NACHA Operating Rules, and (ii) to rescind payment under Section 1005 of Federal Regulation E, in each case to the extent permitted by applicable law. SUBSCRIPTION AGREEMENT YIELDSTREET PRISM FUND INC. (e) Neither the execution nor the acceptance of this Subscription Agreement shall be binding upon Investor constitutes the Purchaser as a Stockholder, owner or creditor of the Company. This Subscription Agreement is only an agreement to purchase the Shares on a when-issued basis; and its permitted transfereesthe Purchaser will become a Stockholder only after (i) the Purchaser’s funds are duly transferred to the Company’s account, heirs, successors (ii) the Purchaser’s funds have cleared and assigns (collectivelyiii) the Shares are issued thereupon to the Purchaser. Until such time, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee Purchaser shall have executed and delivered to the Company only those rights as may be set forth in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without . (f) The Purchaser agrees that the consent subscription for the Shares will become effective subject to acceptance of the Company, which may be withheld same by the Company (in its sole and absolute discretion) and it shall become a Stockholder as set forth in Section 1(e) above. (g) The Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement, the Articles of Incorporation of the Company currently in effect and the Bylaws of the Company currently in effect. (h) The Purchaser understands that the Shares will not be issued in certificated form. The Purchaser may view on the Platform, in its investment portfolio a record of the Shares held by such Purchaser.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A A/Regulation A Offering Circular dated December 14June 11, 2021 and its exhibits as filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 14June 11, 2021 and the Form 1-A/A Amended Offering Circular filed with the SEC on July 26, 2021, (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31April 30, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for tenders this subscription and agrees applies to purchase the number of Subordinate Voting Shares set forth on (“Shares”) in the signature page hereto at the Per Share Purchase PriceCorporation indicated below, upon pursuant to the terms and conditions set forth hereinof this Subscription Agreement. The aggregate purchase price for the Shares of each Share is One Dollar and Seventy-Five Cents ($1.75), with respect to each Investor a minimum individual investment of One Thousand and Fifty Dollars (the “Purchase Price”$1,050.00) is payable in the manner provided in Section 2(a) below..full upon subscription. (ba) Investor The Subscriber understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 filed with the SEC and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). . (b) The Investor Offering of the Subordinate Voting Shares is also urged to review described in the Company’s Annual Report for its fiscal year ended December 31, 2020Offering Circular, which has been filed or will be filed by is available at xxxxx://xxxxxxx.xxx, as well as on the Company with XXXXX website of the SEC pursuant SEC. While they are subject to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offeringchange, the Investor acknowledges that Investor has received Corporation advises the Subscriber to print and retain a copy of these documents for the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same dateSubscriber’s records. (c) This subscription may be accepted or rejected in whole or in partIn connection with this subscription, for any reason or for no reasonthe Subscriber represents and warrants that the personal, at any time prior business and financial information provided to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, Corporation along with this Subscription Agreement shall have no force or effectthrough any online website, except for Section 5 hereofis complete and accurate, and presents a true statement of the Subscriber's financial condition. The Subscriber further sets forth statements upon which shall remain in full force and effectreliance can be made to determine the suitability of the Subscriber to purchase the Shares. (d) The terms of Corporation has the right to reject this Subscription Agreement in whole or in part for any reason. The Subscriber may not cancel, terminate or revoke this Agreement, which, in the case of an individual, shall survive the Subscriber’s death or disability and shall be binding upon Investor the Subscriber and its permitted transferees, the Subscriber’s heirs, successors trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees and assigns assigns. (collectivelye) Once the Subscriber makes a funding commitment to purchase Subordinate Voting Shares, such commitment shall be irrevocable until the Shares are issued, the “Transferees”); providedPurchase is rejected by the Corporation, however, that for any such transfer or the Corporation otherwise determines not to be deemed effectiveconsummate the transactions contemplated by this Agreement. (f) By signing below, the Transferee shall have executed and delivered Subscriber agrees to the Company in advance an instrument in form acceptable following terms and consents to receive communications relating to the Company in its sole discretion, pursuant to which Shares electronically from the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionCorporation.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14________________, 2021 2019 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been ) as filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”)SEC. By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The minimum subscription amount is $100 per Investor, unless otherwise agreed upon by the Company. (e) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. By executing this Subscription Agreement electronically, the undersigned purchaser (the “Purchaser”) hereby agrees to and acknowledges the following: (a) The Investor Purchaser is hereby irrevocably subscribes making a binding subscription to become a holder of common shares (“Shares”), which represent limited liability company interests in YS RE RAF I LLC, a limited liability company formed in Delaware (the “Company”) for and agrees to the aggregate U.S. dollar subscription commitment (the “Subscription Commitment”) purchase amount elected by the number of Shares set forth Purchaser on YieldStreet Inc.’s online platform at xxx.xxxxxxxxxxx.xxx (the “Platform”) (as will be reflected on the Purchaser’s signature page hereto at the Per Share Purchase Price, upon of this Subscription Agreement) and on the terms and conditions set forth herein. The aggregate purchase price for out in this Subscription Agreement and in the Shares with respect Operating Agreement of the Company, as may be amended, restated, supplemented, or otherwise modified from time to each Investor time (the “Purchase PriceOperating Agreement”) is payable in the manner provided in Section 2(a) below..). (b) Investor understands The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. This subscription shall be binding on the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14Purchaser’s heirs, 2021 executors, administrators, successors and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”)assigns. The Investor This subscription is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed not transferable or will be filed assignable by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reportsPurchaser, together with the Offering Circular are hereinafter collectively referred to except as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same dateis provided in this Subscription Agreement. (c) This YieldStreet Management, LLC, which is the manager of the Company, or any successor thereto (the “Manager”), will notify the Purchaser whether and in what amount its subscription may be accepted for the Shares has been accepted. The Manager has the right, in its sole and absolute discretion, to reject the Purchaser’s entire subscription for the Shares, or rejected in whole or in part, for any reason or for no reasonjust a part of it, at any time prior to the Termination Date, by date the Company at its sole and absolute discretion. In addition, Purchaser is admitted as a member of the Company, at its sole and absolute discretion, may allocate to Investor only a portion of even if the number of the Shares that Investor Purchaser has subscribed for hereunder. The Company will notify Investor whether executed this subscription is accepted (whether in whole or in part) or rejectedSubscription Agreement. If Investor’s this subscription is rejected, Investorthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Investor without interest and all the extent of Investor’s obligations hereunder such rejection. This subscription shall terminate. In be binding on the event of rejection of this subscription in Company only upon its entirety, or in the event the sale acceptance of the Shares (same. Purchaser agrees that it shall notify the Company immediately of any material change in any representation, warranty or any portion thereof) to an Investor is not consummated for any reason, statement made in this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectbefore acceptance by the Company of this subscription. (d) The terms Purchaser acknowledges and agrees that any ACH payments initiated by the Purchaser or on its behalf pursuant to this Subscription Agreement are irrevocable and non-refundable on and after the date on which the Purchaser is allocated any Shares, and the Purchaser hereby agrees to waive its rights effective on and after such allocation of Shares (i) to rescind or stop payment pursuant to Sections 3.7 and 3.11.2 of the 2018 NACHA Operating Rules, and (ii) to rescind payment under Section 1005 of Federal Regulation E, in each case to the extent permitted by applicable law. (e) Neither the execution nor the acceptance of this Subscription Agreement shall be binding upon Investor will render the Purchaser the holder of Shares of, or an owner or creditor of the Company. This Subscription Agreement is only an agreement to purchase the Shares on a when-issued basis; and its permitted transfereesthe Purchaser will become a holder of Shares in the Company only after (i) the Purchaser’s funds are duly transferred to the Company’s main operating account, heirs(ii) the Purchaser’s funds have cleared, successors and assigns (collectivelyiii) the Purchaser is admitted as a member of the Company. Until such time, the “Transferees”); provided, however, that for any such transfer Purchaser shall have only those rights as may be set forth in this Subscription Agreement. (f) Subject to be deemed effectivethe Purchaser’s admission as a member of the Company by the Manager, the Transferee shall have executed Purchaser adopts, accepts 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 acknowledge and agree agrees to be bound by the representations terms and warranties conditions of Investor the Operating Agreement. (g) The Shares are being offered to and may be purchased only by (i) Accredited Investors, as defined in Rule 501(a) of Regulation D as promulgated under the Act (each, an “Accredited Investor”), and (ii) all other investors, so long as, for non-Accredited Investors, their investment in Shares does not represent more than ten percent (10%) of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets (for non-natural persons). Purchaser acknowledges and understands that the Purchaser must satisfy the conditions set forth in either of subsections (i) or (ii) above in order to purchase the Shares, and that the Company will rely upon the information provided in this Subscription Agreement to verify that the Purchaser satisfies the conditions set forth in either of subsections (i) or (ii) above. (h) The Purchaser understands that the Shares will be recorded and maintained by DST Asset Manager Solutions, Inc., or any successor thereto appointed by the Company, in its capacity as Transfer Agent, and that the Company will not issue physical certificates for the Shares. (i) The Purchaser has reviewed and understands the fees that may be charged by the Company and its affiliates in connection with the Purchaser’s acquisition and ownership of the Shares, including but not limited to the Management Fees (as such term is defined in the Offering Circular). The Purchaser hereby agrees to pay such fees in accordance with the terms of this Subscription the Operating Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. AMOUNT OF INVESTMENT: $____________________________________ (a) The Investor undersigned (“Purchaser”) hereby irrevocably subscribes for to become a holder (“Noteholder”) of promissory notes in CF FUND II, LLC, a Pennsylvania limited liability company (the “Company”), and agrees to purchase through his, her or its investment the number amount of Shares set forth on the signature page hereto at the Per Share Purchase Pricepromissory notes (“Promissory Notes”) as indicated above, upon all in accordance with the terms and conditions set forth herein. The aggregate purchase price for of this Subscription Agreement, the Shares with respect to each Investor Promissory Notes, the Articles of Organization (the “Purchase PriceArticles”) is payable in ), and the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). (b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Investor Purchaser agrees to become a Noteholder and to be bound by all the terms and conditions of the Promissory Notes. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed not transferable or will be filed assignable by the Company with Purchaser, except as expressly provided in the SEC pursuant to Rule 257(b)(1) of Regulation A terms and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy conditions of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same dateactual Promissory Notes. (c) This subscription may be accepted or rejected in as a whole or in part, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at in its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether If this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investorthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Investor without interest and all the extent of Investor’s obligations hereunder such rejection. This subscription shall terminate. In be binding on the event of rejection of this subscription in Company only upon its entirety, or in the event the sale acceptance of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectsame. (d) The terms Neither the execution nor the acceptance of this Subscription Agreement shall be binding upon Investor constitutes the Purchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Promissory Notes on a when issued basis; and its permitted transferees, heirs, successors the Purchaser will become a Noteholder (and assigns (collectivelynot a shareholder or secured creditor) only after the Purchaser’s funds are duly transferred to the account of the Company and the Promissory Notes are issued thereupon to the Purchaser. Until such time, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee Purchaser shall have executed only those rights as may be set forth in this Subscription Agreement. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) The Purchaser’s rights 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 acknowledge and agree to responsibilities will be bound governed by the representations terms and warranties of Investor and the terms conditions of this Subscription Agreement, the Offering Circular, and the Promissory Notes. No transfer of If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in this Subscription Agreement may be made without to confirm that the consent Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Company will rely 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 Promissory Notes. (f) Should the process from depositing a Purchaser’s funds into the account of the CompanyCompany and acceptance as a Noteholder take longer than ninety (90) days, which the Purchaser may be withheld request in writing to recover his, her or its sole investment funds. If, upon receipt of such request in writing, the Company has not yet accepted the Purchaser as a Noteholder, then the Company will return the Purchaser’s funds to the Purchaser and absolute discretionrevoke the Subscription Agreement within ten (10) business days of receipt of such request from the Purchaser.

Subscription. AMOUNT OF INVESTMENT: $____________________________________ (a) The Investor undersigned (the “Purchaser”) hereby irrevocably subscribes for to become a holder (“Noteholder”) of promissory notes in CF FUND II, LLC, a Pennsylvania limited liability company (the “Company”), and agrees to purchase through his, her or its investment the number amount of Shares set forth on the signature page hereto at the Per Share Purchase Pricepromissory notes (“Promissory Notes”) as indicated above, upon all in accordance with the terms and conditions set forth herein. The aggregate purchase price for of this Subscription Agreement, the Shares with respect to each Investor Promissory Notes, the Certificate of Organization of the Company (the “Purchase PriceCertificate”) is payable in ), and the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). (b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Investor Purchaser agrees to become a Noteholder and to be bound by all the terms and conditions of the Promissory Notes. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed not transferable or will be filed assignable by the Company with Purchaser, except as expressly provided in the SEC pursuant to Rule 257(b)(1) of Regulation A terms and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy conditions of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same dateactual Promissory Notes. (c) This subscription may be accepted or rejected in as a whole or in part, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at in its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether If this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investorthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Investor without interest and all the extent of Investor’s obligations hereunder such rejection. This subscription shall terminate. In be binding on the event of rejection of this subscription in Company only upon its entirety, or in the event the sale acceptance of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectsame. (d) The terms Neither the execution nor the acceptance of this Subscription Agreement shall be binding upon Investor constitutes the Purchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Promissory Notes on a when issued basis; and its permitted transferees, heirs, successors the Purchaser will become a Noteholder (and assigns (collectivelynot a shareholder or secured creditor) only after the Purchaser’s funds are duly transferred to the account of the Company and the Promissory Notes are issued thereupon to the Purchaser. Until such time, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee Purchaser shall have executed only those rights as may be set forth in this Subscription Agreement. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) The Purchaser’s rights 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 acknowledge and agree to responsibilities will be bound governed by the representations terms and warranties of Investor and the terms conditions of this Subscription Agreement, the Offering Circular, and the Promissory Notes. No transfer If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in this Subscription Agreement 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 rely 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 Promissory Notes. (f) Each Purchaser’s Subscription Agreement will be accepted or rejected by the Company within fifteen (15) days or sooner, of this its receipt. If a Purchaser’s funds have not been deposited into the account of the Company and the Purchaser has not been accepted as a Noteholder within fifteen (15) days of delivering the Subscription Agreement may be made without the consent of to the Company, which may be withheld in the Company will automatically return the Purchaser his, her, or its sole funds and absolute discretionrevoke the Subscription Agreement.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares Units set forth on the signature page hereto at the Per Share Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... The minimum number of Units that the Investor may purchase is 1,000 Units for a subscription price of $500.00. (b) Investor understands that the Shares Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14August ____, 2021 2022 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14August ___, 2021 2022 and the FORM 1-A Post Qualification Offering Circular filed with the SEC on August __, 2022 and again qualified by the SEC on _______ ___, 2022 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 20202021, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the SharesUnits. The Company will accept tenders of funds to purchase the SharesUnits. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth Warrants indicated on the signature page hereto at the Per Share Purchase Price, upon the terms a purchase price of $.10 per three-year Warrant and conditions set forth herein$.20 per five-year Warrant. The aggregate undersigned encloses herewith payment in good funds payable to the Company in the full amount of the purchase price of the Warrants for which the Shares with respect to each Investor undersigned is subscribing (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.."PAYMENT"). (b) Investor The undersigned understands that the Shares are being offered pursuant Payment as provided in paragraph (a) above shall be delivered to the Form 1-A Regulation A Offering Circular dated December 14Company at its executive offices in Houston, 2021 and its exhibits as filed with Texas. The payment (or, in the Securities and Exchange Commission (case of rejection of all or a portion of the “SEC”) on December 14, 2021 (collectivelyundersigned's subscription, the “Offering Circular”). The Investor is also urged part of the payment relating to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed such rejected whole or portion) will be filed by returned promptly, without interest, if the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This undersigned's subscription may be accepted or is rejected in whole or in part, for any reason . (c) The offering of the Warrants (the "OFFERING") will terminate on _________________ (the "TERMINATION DATE") unless extended on one or for no reason, more occasions at any time prior to the Termination Date, option of the Company. Upon receipt by the Company at its sole of Payment for all Warrants to be purchased by the subscribers whose subscriptions are accepted in whole or in part (each, a "PURCHASER" and, collectively, the "PURCHASERS"), the Warrants so purchased will be issued in the names of each such Purchaser, and absolute discretion. In additionthe names and addresses of each such Purchaser will be entered into a register for the Warrants, to be maintained by the Company, at its sole and absolute discretion, may allocate to Investor only a portion as the record owners of the number of the Shares that Investor has subscribed for hereunderWarrants. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned issue to Investor without interest and all of Investor’s obligations hereunder shall terminate. In each Purchaser a certificate representing the event of rejection of this subscription in its entirety, or Warrants purchased in the event form of EXHIBIT A, in the sale case of three-year Warrants, and in the Shares (or any portion thereof) to an Investor is not consummated for any reasonform of EXHIBIT B, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectthe case of five-year Warrants. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned (“Purchaser”) hereby irrevocably subscribes for to become a Member in CARDONE EQUITY FUND X, LLC, a Delaware limited liability company (the “Fund”), and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Pricelimited liability membership interests (“Interests” or “Class A Units”) indicated above, upon all in accordance with the terms and conditions set forth herein. The aggregate purchase price for of this Subscription Agreement, the Shares with respect Limited Liability Company Operating Agreement dated as of September 1, 2020 (as amended, the “Operating Agreement”), and the Private Placement Memorandum dated September 1, 2020, as may be amended from time to each Investor time (the “Purchase PriceMemorandum”) is payable in the manner provided in Section 2(a) below..). (b) Investor understands The Purchaser acknowledges and agrees that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14this subscription cannot be withdrawn, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14terminated, 2021 (collectively, the “Offering Circular”)or revoked. The Investor Purchaser agrees to become a Member of the Fund and to be bound by all the terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed not transferable or will be filed assignable by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datePurchaser. (c) This subscription may be accepted or rejected in as a whole or in part, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at Manager in its sole and absolute discretion. In additionThe Manager is Cardone Capital, the CompanyLLC, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejectedDelaware limited liability corporation. If Investor’s this subscription is rejected, due to oversubscription of the fund or otherwise, the Purchaser shall have the option to have their funds returned to the extent of such rejection, or to transfer funds to additional investment opportunities, if available. This subscription shall be binding on the Fund only upon acceptance by the Manager and receipt of in full of an Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectCapital Commitment. (d) The terms Neither the execution nor the acceptance of this Subscription Agreement shall constitutes the Purchaser to be binding upon Investor a Member of the Fund. This is an agreement to purchase the Interests on a when issued basis; and its permitted transferees, heirs, successors the Purchaser will become a Member only when the Purchaser’s funds are transferred to the account of the Fund and assigns (collectivelythe Interests are issued to the Purchaser. Until that time, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee Purchaser shall have executed only the rights set forth in this Subscription Agreement. (e) The Purchaser’s rights 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 acknowledge and agree to responsibilities will be bound governed by the representations terms and warranties of Investor and the terms conditions of this Subscription Agreement, the Memorandum, and the Operating Agreement. No transfer of The Fund will rely upon the information provided in this Subscription Agreement may be made without and in the consent of attached accredited investor questionnaire to confirm that the Company, which may be withheld Purchaser is an “Accredited Investor” as defined in its sole and absolute discretionRegulation D promulgated under the Act.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14May 4, 2021 2020 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14May 4, 2021 2020 and the FORM 1-A Post Qualification Offering Circular filed with the SEC on June 5, 2020, (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 20202019, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14___, 2021 2018 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been ) as filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”)SEC. By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor Subscriber hereby irrevocably subscribes for and agrees to purchase the number aggregate amount of Shares set forth Units (the “Units”) of GreenHunter Energy, Inc. (the “Company”), indicated on the signature page attached hereto at the Per Share Purchase Price, upon the terms and conditions purchase price set forth herein. The aggregate purchase price for the Shares with respect to each Investor on such signature page (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14). Each Unit consists of two shares of Common Stock, 2021 and its exhibits as filed with the Securities and Exchange Commission par value $.001 per share (the “SECCommon Stock”) on December 14, 2021 and one Common Stock Purchase Warrant (collectively, the “Offering CircularWarrant”). The Investor is also urged to review Common Stock and the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular Warrants are hereinafter collectively referred to as the “SEC ReportsSecurities”. Subscriber has made payment by check or wire transfer of funds in accordance with instructions from the Company in the full amount of the Purchase Price of the Common Stock for which Subscriber is subscribing (the “Payment”). (b) Subscriber understands that it will not earn interest on any funds held by the Company pursuant to this Agreement. By subscribing to The funds will be held pending the closing of the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the SharesClosing shall occur on December 10, 2007. The Company will close on investments on a “rolling basis,” pursuant closing shall be deemed to the terms of the Offering Circular. As a result, not all investors will receive their Shares have occurred on the same datedate the conditions set forth in Sections 6 and 7 below are satisfied (the “Closing Date”). (c) This subscription may Subscriber hereby agrees to be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior bound hereby upon (i) execution and delivery to the Termination Date, Company of the signature page to this Agreement and (ii) written acceptance by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If InvestorSubscriber’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereofsubscription, which shall remain in full force and effect. be confirmed by faxing to the Subscriber the signature page to this Agreement that has been executed by the Company (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “TransfereesSubscription”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor Subscriber hereby irrevocably subscribes for and agrees to purchase accept from the Company that number of Shares set forth on the signature page hereto at Signature Page attached to this Subscription Agreement (the Per Share Purchase Price“Agreement”), upon in consideration of $0.03 per share. This offer to purchase is submitted in accordance with and subject to the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor described in this Subscription Agreement (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”"Agreement"). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by Subscriber acknowledges that the Company with reserves the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reportsright, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing. The closing of the number Subscription of Shares hereunder (the Shares that Investor has subscribed “Closing”) shall occur immediately upon: (i) receipt and acceptance by the Company of a properly executed Signature Page to this Agreement; and (ii) receipt of all funds for the subscription of shares hereunder. The Company will notify Investor whether this subscription is accepted (whether Subscriber acknowledges that, in whole or in part) or rejected. If Investor’s subscription is rejectedorder to subscribe for Shares, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest he must, and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entiretyhe does hereby, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered deliver to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms Company: · One (1) executed counterpart of this Subscription Agreement; and · A check, trade draft or media due bill in the amount set forth in this Agreement, representing payment in full for the Shares desired to be purchased hereunder, made payable to the order of Xxxxxx-Xxxxx.Xxxx. No Wire transfer of and telegraphic transfer are also accepted. By executing this Agreement may be made without Agreement, the consent Subscriber makes the following representations, declarations, and warranties to the Company, with the intent and understanding that the Company will rely thereon: · Such Subscriber acknowledges the public availability of the Company’s current prospectus. This prospectus is made available in the Company’s most recent S-1 Registration Statement deemed effective on ______, which may be withheld in its sole 2022. In this prospectus, it makes clear the terms and absolute discretionconditions of the offering of Common Stock, and the risks associated therewith are described. · All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) 2 below... The minimum purchase requirement per investor is $499.80; however, we can waive the minimum purchase requirement on a case-by-case basis in our sole discretion. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14____________, 2021 2022 and its exhibits as filed with and qualified by the U.S. Securities and Exchange Commission (the “SEC”) on December 14___________, 2021 2022 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription for the Shares may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The aggregate number of Shares sold shall not exceed 9,462,320, excluding the 1,892,464 shares that may be issued as “Bonus Shares” (as defined in the Offering Circular). There is no minimum required offering amount and the Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of the Offering, on various dates at or prior to the Termination Date. (e) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion. (f) In connection with this subscription, the Investor represents and warrants that the personal, business and financial information provided to the Company along with this Agreement or through any online website, is complete and accurate, and presents a true statement of the Investor’s financial condition. The Investor further sets forth statements upon which reliance can be made to determine the suitability of the Investor to purchase the Shares.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14March 12, 2021 2018 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December March 12, 2018 and the FORM 1-A Post Qualification Offering Circular filed with the SEC on June 11, 2018, as amended on June 14, 2021 2108 (collectively, the “Offering Circular”). .. The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 20202017, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. AMOUNT OF INVESTMENT: $____________________________________ (a) The Investor undersigned (the “Purchaser”) hereby irrevocably subscribes for to become a holder (“Noteholder”) of promissory notes in CF FUND II, LLC, a Pennsylvania limited liability company (the “Company”), and agrees to purchase through his, her or its investment the number amount of Shares set forth on the signature page hereto at the Per Share Purchase Pricepromissory notes (“Promissory Notes”) as indicated above, upon all in accordance with the terms and conditions set forth herein. The aggregate purchase price for of this Subscription Agreement, the Shares with respect to each Investor Promissory Notes, the Articles of Organization (the “Purchase PriceArticles”) is payable in ), and the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). (b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Investor Purchaser agrees to become a Noteholder and to be bound by all the terms and conditions of the Promissory Notes. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed not transferable or will be filed assignable by the Company with Purchaser, except as expressly provided in the SEC pursuant to Rule 257(b)(1) of Regulation A terms and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy conditions of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same dateactual Promissory Notes. (c) This subscription may be accepted or rejected in as a whole or in part, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at in its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether If this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investorthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Investor without interest and all the extent of Investor’s obligations hereunder such rejection. This subscription shall terminate. In be binding on the event of rejection of this subscription in Company only upon its entirety, or in the event the sale acceptance of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectsame. (d) The terms Neither the execution nor the acceptance of this Subscription Agreement shall be binding upon Investor constitutes the Purchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Promissory Notes on a when issued basis; and its permitted transferees, heirs, successors the Purchaser will become a Noteholder (and assigns (collectivelynot a shareholder or secured creditor) only after the Purchaser’s funds are duly transferred to the account of the Company and the Promissory Notes are issued thereupon to the Purchaser. Until such time, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee Purchaser shall have executed only those rights as may be set forth in this Subscription Agreement. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) The Purchaser’s rights 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 acknowledge and agree to responsibilities will be bound governed by the representations terms and warranties of Investor and the terms conditions of this Subscription Agreement, the Offering Circular, and the Promissory Notes. No transfer If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in this Subscription Agreement 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 rely 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 Promissory Notes. (f) Each Purchaser’s Subscription Agreement will be accepted or rejected by the Company within fifteen (15) days or sooner, of this its receipt. If a Purchaser’s funds have not been deposited into the account of the Company and the Purchaser has not been accepted as a Noteholder within fifteen (15) days of delivering the Subscription Agreement may be made without the consent of to the Company, which may be withheld in the Company will automatically return the Purchaser his, her, or its sole funds and absolute discretionrevoke the Subscription Agreement.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at a purchase price of _Seven Dollars ($7.00) per such share (the “Per Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14April 24, 2021 2017 and its exhibits (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination DateDate (as hereinafter defined), by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of Shares that may be sold by the Company in this offering shall not exceed 7,142,857 (the “Maximum Offering”). This Offering will terminate on the earlier of (i) November 30, 2017, subject to extension for up to one hundred-eighty (180) days in the sole discretion of the Company; or (ii) the date on which the Maximum Offering is sold (in either case, the “Termination Date”). 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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (df) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. The undersigned (athe “Purchaser”) The Investor hereby irrevocably subscribes for and agrees to purchase from Pershing Gold Corporation, a Nevada corporation (the “Company”), the number of Shares shares (collectively, the “Shares”) of the Company’s common stock par value $0.0001 per share (the “Common Stock”), set forth on the signature page hereto to this Subscription Agreement, at the Per Share Purchase Price, upon the terms and conditions set forth hereina purchase price of $0.28 per Share. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered and sold (the “Offering”) by the Company pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 offering terms set forth herein and its exhibits in the other Transaction Documents (as filed with defined below). The sale and purchase of the Securities and Exchange Commission Shares shall take place at a closing (the “SECClosing”) to be held at the offices of Dxxxx Xxxxxx & Sxxxxx LLP, 1000 Xxxxxxxxxxx Xx., Xxxxx 000, Xxxxxx, Xxxxxxxx, at 10:00 a.m., M.D.T., on December 14the second business day following the satisfaction or waiver of all conditions to the obligations of the parties set forth herein and in the other Transaction Documents (other than such conditions as may, 2021 (collectivelyby their terms, only be satisfied at the “Offering Circular”Closing or on the Closing Date), or at such other place or at such other time or on such other date as the Company and the Purchaser mutually agree in writing. The Investor day on which the Closing takes place is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC ReportsClosing Date.” Certain capitalized terms used, but not otherwise defined herein, will have the respective meanings provided in the Share Purchase Agreement. At the Closing, Purchaser and the Company shall each deliver executed copies of (a) that certain Share Purchase Agreement dated as of the date hereof between Purchaser and the Company (the “Share Purchase Agreement”). By subscribing to the Offering, the Investor acknowledges and (b) that Investor has received a copy certain Registration Rights Agreement dated as of the SEC Reports date hereof between Purchaser and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase (the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a resultRegistration Rights Agreement”), not and all investors will receive their Shares on the same date. (c) This subscription exhibits, supplements and schedules thereto, as such may be accepted or rejected in whole or in part, for any reason or for no reason, at any amended from time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted time (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, collectively the “TransfereesTransaction Documents”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares Tokens set forth on the signature page hereto at the Per Share Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares Tokens with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... The minimum number of Tokens that the Investor may purchase is 400,000 tokens for a subscription price of $20,000.00. (b) Investor understands that the Shares Tokens are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14April 1, 2021 2024 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14April __, 2021 2024 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the SharesTokens. The Company will accept tenders of funds to purchase the SharesTokens. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares Tokens on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares Tokens that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares Tokens (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor Purchaser hereby irrevocably subscribes for and agrees to purchase the number that amount of Shares set forth Debentures as stated on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth hereinin this Subscription Agreement. The aggregate purchase Debentures shall pay a 6% cumulative interest, compounded daily, payable in arrears at the time of each conversion, in cash or in common stock of the Company, $.001 par value ("Common Stock"), at the Company's option. If paid in Common Stock, the number of shares of the Company's Common Stock to be received shall be determined by dividing the amount of the accrued and unpaid interest by the conversion price for as of the Shares with respect time of conversion under the terms of the Debenture. If the dividend is to each be paid in cash, the Company shall notify Investor on the Conversion Date and make such payment on the next business day. The Debentures are subject to automatic conversion at the end of five (5) years from the date of issuance at which time all Debentures outstanding will be automatically converted based upon the terms set forth in the Debenture. The closing shall be deemed to have occurred on the date funds, less escrow fees, attorney fees and other amounts payable pursuant to the Escrow Agreement, if applicable, are received by the Company (the “Purchase Price”) is payable in "Closing Date"). The initial closing shall be held not later than the manner provided in Section 2(a) below..next day after execution of this Agreement, the Registration Rights Agreement and the Investment Agreement. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed Upon receipt by the Company with of the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed requisite payment for the Debentures being purchased, the Debentures so purchased will be forwarded by the Company with to the SEC (all Purchaser or its broker, as listed on the signature page, and the name of such reports, together with Purchaser will be registered on the Offering Circular are hereinafter collectively referred to Debenture transfer books of the Company as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy record owner of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datesuch Debentures. (c) This subscription may be accepted or rejected in whole or in partAs long as the Purchaser owns the Debenture, the Purchaser shall have the right to change the terms for the balance of the Debenture it then holds, to match the terms of any reason or for no reason, at any time prior to the Termination Date, other offering of securities made by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor Purchaser retains the right to choose legal council for preparation and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent filing of the Company, which may be withheld in its sole and absolute discretionregistration statement for this Debenture.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) The Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14_______________, 2021 2023 and its exhibits (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) 1. The Investor Purchaser hereby irrevocably subscribes for and agrees to purchase Debentures in the number amount shown on the signature page to this Subscription Agreement. The purchase price will be $_____ per Debenture (plus, if a purchase is consummated on other than an interest payment date (as defined in the Prospectus), any accrued interest on such Debentures from the date of Shares consummation of the subscription rights offering). 2. Simultaneously with the execution and delivery of this Subscription Agreement the Purchaser is paying and delivering to American Stock Transfer & Trust Company (the "Payment Agent") the amount set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor below (the “Purchase Price”"Payment") is payable in the manner provided in Section 2(aform of (i) below.. (b) Investor understands that the Shares are being offered pursuant a certified check, bank draft drawn upon a United States Bank, or postal, telegraphic or express money order payable to "American Stock Transfer & Trust Company" delivered to the Form 1-A Regulation A Offering Circular dated December 14Payment Agent at 00 Xxxxxx Xxxx, 2021 and its exhibits as filed with the Securities and Exchange Commission Xxxxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or (the “SEC”ii) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders wire transfer of funds to purchase the SharesAmerican Stock Transfer & Trust Company, Subscription Agent, XX Xxxxxx Xxxxx Bank WIRE CLEARING ACCOUNT, ABA #000000000, Account #323890121, Attention: Reorg. Dept. The Company will close on investments on a “rolling basis,” pursuant to Purchaser acknowledges that the terms of Purchaser's subscription shall not be complete unless full payment for the Offering Circular. As a result, not all investors will receive their Shares on Debentures subscribed for is received by the same datePayment Agent. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate3. In the event of rejection of this that the Purchaser's subscription in its entirety, or is accepted by the Company in the event Company's discretion, the sale Company shall notify the Purchaser of such acceptance and provide the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms Purchaser with a copy of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent signed on behalf of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor Subscriber hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor Subscriber (the “Purchase Price”) is payable in the manner provided in Section 2(a) 2 below... (b) Investor The Subscriber understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14___________, 2021 2019 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been ) as filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”)SEC. By subscribing to the Offering, the Investor Subscriber acknowledges that Investor the Subscriber has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor the Subscriber to make an investment decision with respect to the Shares. The After the Offering Circular has been qualified by the SEC, Prime Trust, LLC, 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 “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor the Subscriber only a portion of the number of the Shares that Investor the Subscriber has subscribed for hereunder. The Company will notify Investor the Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Investorthe Subscriber’s subscription is rejected, Investorthe Subscriber’s payment (or portion thereof if partially rejected) will be returned to Investor the Subscriber without interest and all of Investorthe Subscriber’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor 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 full force and effect, and investors will have their subscription funds promptly refunded without interest thereon or deduction therefrom. (d) The terms of this Subscription Agreement shall be binding upon Investor and Company may close on investments on a “rolling” basis at its permitted transferees, heirs, successors and assigns (collectivelydiscretion. Funds will remain in escrow until a Closing has occurred. Upon a Closing, the “Transferees”); provided, however, that for any such transfer to be deemed effective, Escrow Agent will release the Transferee shall have executed and delivered funds to the Company in advance an instrument in form acceptable to Company. In the Company in its sole discretion, pursuant to which event that the proposed Transferee shall acknowledge and agree to be bound Offering does not close by the representations and warranties of Investor and Termination Date, any funds tendered will be promptly returned by the terms of this Subscription Agreement. No transfer of this Agreement may be made Escrow Agent, without the consent of the Company, which may be withheld in its sole and absolute discretioninterest or deduction.

Subscription. (a) The a. Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Shares Units as set forth on the signature page hereto at (the Per Share Purchase Price“Signature Page”), upon the terms and conditions set forth herein. The for an aggregate purchase price for equal to the Shares with respect product of (x) the aggregate number of Units the Investor has agreed to each Investor purchase and (y) the Purchase Price per Share. b. The Units are being offered by the Underwriter on a “best efforts, minimum/maximum” basis. The completion of the purchase and sale of the Units (the “Purchase PriceClosing”) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 shall take place at a place and its exhibits as filed with the Securities and Exchange Commission time (the “SECClosing Date”) on December 14to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, 2021 as amended (collectively, the “Offering CircularExchange Act”). The Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and Offering Statement, at the Closing, (i) the Investor is also urged shall pay the Purchase Price by check, ACH transfer, or by wire transfer of immediately available funds to review the Company’s Annual Report for its fiscal year ended December 31escrow account per wire instructions as provided on the signature line below, 2020and (ii) the Company shall cause the Units to be delivered to the Investor with the delivery of the Units to be made through the facilities of The Depository Trust Company’s (“DTC”) DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, which has been filed if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Units to the residential or business address indicated thereon). c. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the selected dealer agreement or master selected dealer agreement that it will comply with rule 15c2-4. As per rule 15c2-4 and notice to members 84-7 (the “Rule”), all checks that are accompanied by a subscription agreement will be filed promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regards to monies being wired from an Investor’s bank account, the Members shall request the Investors send their wires by the Company with next business day, however, we cannot insure the SEC pursuant Investors will forward their respective monies as per the Rule. In regards to Rule 257(b)(1) 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 Regulation A a completed subscription document and any Form 1-U Current Reports pursuant to Regulation A filed completed wire instructions by the Company with Investor to send funds to the SEC (all such reportsescrow account. Absent unusual circumstances, together with funds in customer accounts will be transmitted by noon of the next business day. In the event that funds are sent in and the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will does not close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination DateDate set forth in the final Offering Statement, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) all funds will be returned to Investor without interest Investors promptly in accordance with the escrow agreement terms and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectapplicable law. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned (“Purchaser”) hereby irrevocably subscribes for to become a Member in CARDONE EQUITY FUND IV, LLC, a Delaware limited liability company (the “Fund”), and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Pricelimited liability membership interests (“Interests” or “Units”) indicated above, upon all in accordance with the terms and conditions set forth hereinof this Subscription Agreement, the Limited Liability Company Operating Agreement dated as of June 1, 2018 (as amended, the “Operating Agreement”), and the Private Placement Memorandum dated June 1, 2018. The aggregate purchase price for the Shares with respect as may be amended from time to each Investor time (the “Purchase PriceMemorandum”) is payable in the manner provided in Section 2(a) below..). (b) Investor understands The Purchaser acknowledges and agrees that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14this subscription cannot be withdrawn, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14terminated, 2021 (collectively, the “Offering Circular”)or revoked. The Investor Purchaser agrees to become a Member of the Fund and to be bound by all the terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed not transferable or will be filed assignable by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datePurchaser. (c) This subscription may be accepted or rejected in as a whole or in part, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at Manager in its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether If this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investorthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Investor without interest and all the extent of Investor’s obligations hereunder such rejection. This subscription shall terminate. In be binding on the event of rejection of this subscription in its entirety, or in Fund only upon acceptance by the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectManager. (d) The terms Neither the execution nor the acceptance of this Subscription Agreement shall constitutes the Purchaser to be binding upon Investor a Member of the Fund. This is an agreement to purchase the Interests on a when issued basis; and its permitted transferees, heirs, successors the Purchaser will become a Member only when the Purchaser’s funds are transferred to the account of the Fund and assigns (collectivelythe Interests are issued to the Purchaser. Until that time, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee Purchaser shall have executed only the rights set forth in this Subscription Agreement. (e) The Purchaser’s rights 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 acknowledge and agree to responsibilities will be bound governed by the representations terms and warranties of Investor and the terms conditions of this Subscription Agreement, the Memorandum, and the Operating Agreement. No transfer of The Fund will rely upon the information provided in this Subscription Agreement may be made without and in the consent of attached accredited investor questionnaire to confirm that the Company, which may be withheld Purchaser is an “Accredited Investor” as defined in its sole and absolute discretionRegulation D promulgated under the Act.

Subscription. (a) The Investor undersigned (“Purchaser”) hereby irrevocably subscribes for to become a Member in THE CAVALLINO FUND, LLC, a California limited liability company, (the “LLC”) and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Pricelimited liability membership interests (“Shares”) indicated above, upon all in accordance with the terms and conditions set forth herein. The aggregate purchase price for of this Subscription Agreement, the Shares with respect to each Investor Operating Agreement (the “Purchase PriceOperating Agreement”), and the Private Placement Memorandum (the “Memorandum”) is payable in the manner provided in Section 2(a) below..dated 1/1/2019. (b) Investor understands The Purchaser acknowledges and agrees that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14this subscription cannot be withdrawn, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14terminated, 2021 (collectively, the “Offering Circular”)or revoked. The Investor Purchaser agrees to become a Member of the LLC and to be bound by all the terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed not transferable or will be filed assignable by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datePurchaser. (c) This subscription may be accepted or rejected in as a whole or in part, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at Manager in its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether If this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investorthe Purchaser’s payment (or portion thereof if partially rejected) will funds shall be returned to Investor without interest and all the extent of Investor’s obligations hereunder such rejection. This subscription shall terminate. In be binding on the event of rejection of this subscription in its entirety, or in LLC only upon acceptance by the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectManager. (d) The terms Neither the execution nor the acceptance of this Subscription Agreement shall be binding upon Investor constitutes the Purchaser a Member of the LLC. This is an agreement to purchase the Shares on a when issued basis; and its permitted transferees, heirs, successors the Purchaser will become a Member only when the Purchaser’s funds are transferred to the account of the LLC and assigns (collectivelythe Shares are issued to the Purchaser. Until that time, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee Purchaser shall have executed only the rights set forth in this Subscription Agreement. (e) The Purchaser’s rights 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 acknowledge and agree to responsibilities will be bound governed by the representations terms and warranties of Investor and the terms conditions of this Subscription Agreement, the Memorandum, and the Operating Agreement. No transfer The LLC will rely upon the information provided in this Subscription Agreement to confirm that the Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act, or one of this Agreement may thirty-five (35) non-Accredited Investors that will be made without the consent of the Company, which may be withheld in its sole and absolute discretionallowed to purchase Shares.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at a purchase price of $2.00 per such share (the “Per Share Purchase Price”), rounded down to the nearest whole share based on Investor’s subscription amount, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14______ __, 2021 2016 and its exhibits (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination DateDate (as hereinafter defined), by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. (d) The aggregate number of Shares that may be sold by the Company in this offering shall not exceed 25,000,000 (the “Maximum Offering”). This offering will terminate on the earlier of (i) January 19, 2017, subject to extension for up to one hundred-eighty (180) days in the sole discretion of the Company; or (ii) the date on which the Maximum Offering is sold (in either case, the “Termination Date”). 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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (df) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14____________, 2021 2022 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14________________, 2021 2022 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14•, 2021 and its exhibits as filed with which the Securities and Exchange Commission (the “SEC”) qualified on December 14, 2021 [date] (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 10-K Annual Report for its fiscal year ended December July 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A has filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “"Purchase Price”") is payable in the manner provided in Section 2(a) below... The minimum number of Shares that the Investor may purchase is [ten] [___] shares for a subscription price of [$10.00] [$___]. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14July 1, 2021 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “"SEC”") on December 14July, __ 2021 (collectively, the “"Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”"). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “"rolling basis,” " pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s 's subscription is rejected, Investor’s 's payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s 's obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “"Transferees”"); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) The Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A POS Offering Circular dated December 14June 28, 2021 2024 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14, 2021 July _ 2024 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report on Form 10-K for its the fiscal year ended December 31, 20202023, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A on March 18, 2024 (and any Quarterly Reports on Form 110-U Q and Current Reports pursuant to Regulation A on Form 8-K filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that the Investor has received a copy been provided with instruction on how to access of the SEC Reports and any other information required by the Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify the Investor whether this subscription is accepted (whether in whole or in part) or rejected. If the Investor’s subscription is rejected, the Investor’s payment (or portion thereof if partially rejected) will be returned to the Investor without interest and all of the Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon the Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of the Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. If the current shareholders, or other third parties with preemptive rights, do not subscribe for all of the shares issued as part of the Capital Increase, and if such shares remain (aas determined by the Issuer) The Investor hereby irrevocably subscribes unsubscribed and unpaid for and agrees to purchase (the number of Shares set forth on the signature page hereto at the Per Share Purchase Price“Remaining Shares”), upon the expiration of all legal time periods and requirements and the satisfaction of all of the terms and conditions set forth herein. The aggregate purchase price for the Capital Increase in the Issuer’s by-laws and the general shareholders’ meeting approving the Capital Increase, the Issuer undertakes to offer to the Investors, and the Investors shall subscribe for, the Remaining Shares with respect at the Subscription Price, in an amount of up to each Investor Ps. 2,000,000,000. In any case, Inversora hereby makes a firm commitment to subscribe for up to such amount of Remaining Shares, and will either acquire them for its own account or for the account of third parties, at the Subscription Price described herein (the “Purchase PriceFirm Commitment”) is payable in ). For purposes of determining the manner provided in Section 2(a) below.. (b) Investor understands number of Remaining Shares that the Shares Investors are being offered obligated to subscribe for pursuant to the Form 1-A preceding paragraph, the number of common shares subscribed for by Investors based on their preemptive rights (which shall be proven to the Issuer), shall be subtracted from the Firm Commitment and shall, therefore, be excluded. The Issuer shall not publicly offer the Remaining Shares for subscription in Mexico if the provisions of the Mexican Stock Exchange Law and any regulations thereunder have not been fulfilled. Inversora shall not, under any circumstances, offer any of the Remaining Shares (x) outside of Mexico; (y) to any broker, whether through a syndication or not, that has not expressly provided in writing that it shall not offer or sell such Remaining Shares outside of Mexico; or (z) to any person that it believes has the intention of offering or selling, either directly or indirectly, the Remaining Shares outside of Mexico unless such offer or sale is made pursuant to Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with “S” of the U.S. Securities and Exchange Commission (Commission, or any other applicable regulation of which it is aware. The Issuer shall be responsible for structuring the “SEC”) on December 14, 2021 (collectivelyCapital Increase and the preemptive rights offering associated with the Capital Increase such that each is exempted from the registration requirements that would otherwise be applicable under the laws of the United States America. The Issuer shall obtain a legal opinion from United States counsel to this effect. Furthermore, the “Offering Circular”). The Investor is also urged Issuer shall not contact, or attempt to review contact, in any manner, any investor in the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) United States of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing America in regards to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same dateCapital Increase. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”)Registration Statement. The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the SharesRegistration Statement. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering CircularRegistration Statement. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell to Investor such number of Shares shares (the “Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), as set forth on the signature page hereto at the Per Share Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) below.. the aggregate number of Shares the Investor has agreed to purchase and (by) Investor understands that the purchase price per share as set forth on the signature page hereto. The Shares are being offered registered for sale pursuant to a Registration Statement on Form S-1, Registration No. 333- 222208 (the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “SECCommission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as Underwriter on December 14a “best efforts” up to $60,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, 2021 as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the 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 of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions 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, through the book-entry delivery of Shares 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 the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. Each of the Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Offering CircularRule”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or all checks that are accompanied by a subscription agreement will be filed promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the Company with business day immediately following the SEC pursuant receipt of a completed subscription document. In regards to Rule 257(b)(1) monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of Regulation A a completed subscription document and any Form 1-U Current Reports pursuant to Regulation A filed completed wire instructions by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred investor to as the “SEC Reports”). By subscribing send funds to the Offeringescrow account. Absent unusual circumstances, the Investor acknowledges that Investor has received a copy funds in customer accounts will be transmitted by noon of the SEC Reports and next business day. In the event that the offering does not close for any other information required by Investor to make an investment decision with respect reason prior to the Shares. The Company termination date set forth in the Registration Statement, all funds deposited in the escrow account will accept tenders of funds be returned to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to investors promptly in accordance with the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same dateescrow agreement and applicable law. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14July 15, 2021 2022 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14July 19, 2021 2022 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned (“Purchaser”) hereby irrevocably subscribes for to become a Member in CARDONE EQUITY FUND IX, LLC, a Delaware limited liability company (the “Fund”), and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Pricelimited liability membership interests (“Interests” or “Class A Units”) indicated above, upon all in accordance with the terms and conditions set forth herein. The aggregate purchase price for of this Subscription Agreement, the Shares with respect Limited Liability Company Operating Agreement dated as of June 19, 2020 (as amended, the “Operating Agreement”), and the Private Placement Memorandum dated June 19, 2020, as may be amended from time to each Investor time (the “Purchase PriceMemorandum”) is payable in the manner provided in Section 2(a) below..). (b) Investor understands The Purchaser acknowledges and agrees that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14this subscription cannot be withdrawn, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14terminated, 2021 (collectively, the “Offering Circular”)or revoked. The Investor Purchaser agrees to become a Member of the Fund and to be bound by all the terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed not transferable or will be filed assignable by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datePurchaser. (c) This subscription may be accepted or rejected in as a whole or in part, for any reason or for no reason, at any time prior to the Termination Date, part by the Company at Manager in its sole and absolute discretion. In additionThe Manager is Cardone Capital, the CompanyLLC, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejectedDelaware limited liability corporation. If Investor’s this subscription is rejected, due to oversubscription of the fund or otherwise, the Purchaser shall have the option to have their funds returned to the extent of such rejection, or to transfer funds to additional investment opportunities, if available. This subscription shall be binding on the Fund only upon acceptance by the Manager and receipt of in full of an Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectCapital Commitment. (d) The terms Neither the execution nor the acceptance of this Subscription Agreement shall constitutes the Purchaser to be binding upon Investor a Member of the Fund. This is an agreement to purchase the Interests on a when issued basis; and its permitted transferees, heirs, successors the Purchaser will become a Member only when the Purchaser’s funds are transferred to the account of the Fund and assigns (collectivelythe Interests are issued to the Purchaser. Until that time, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee Purchaser shall have executed only the rights set forth in this Subscription Agreement. (e) The Purchaser’s rights 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 acknowledge and agree to responsibilities will be bound governed by the representations terms and warranties of Investor and the terms conditions of this Subscription Agreement, the Memorandum, and the Operating Agreement. No transfer of The Fund will rely upon the information provided in this Subscription Agreement may be made without and in the consent of attached accredited investor questionnaire to confirm that the Company, which may be withheld Purchaser is an “Accredited Investor” as defined in its sole and absolute discretionRegulation D promulgated under the Act.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number of Shares shares (the “Shares”) of Common Stock, free of restrictive legend and stop transfer orders, as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below..). (b) Investor understands that the The Shares are being offered have been registered pursuant to a Registration Statement on Form S-3, Registration No. 333-248709, which registration statement (the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with “Registration Statement”) was declared effective by the Securities and Exchange Commission on September 17, 2020, and is effective on the date hereof. A final prospectus supplement (the “SECProspectus Supplement”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to delivered as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datelaw. (c) This The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription may be accepted or rejected for the Common Stock, in whole or in part, part for any reason or for no reason, and at any time prior to the Termination DateClosing (as defined below) thereon, notwithstanding prior receipt by the Company at its sole and absolute discretionInvestor of notice of acceptance of the Investor’s subscription. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of event the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, the Investor’s payment (or portion thereof if partially rejected) will be returned promptly to the Investor without interest or deduction and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except . The Shares subscribed for Section 5 hereof, which shall remain in full force herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and effectcountersigned by the Company and the Closing with respect to the Investor’s subscription has occurred. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, Provided the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and Purchase Price has been delivered to the Company in advance an instrument in form acceptable and the Company has filed the Prospectus Supplement to the Company in its sole discretion, Registration Statement pursuant to which Rule 424(b) with respect to the proposed Transferee offer and sale of the Shares, the closing of Investor’s purchase of the Shares pursuant to this Subscription (the “Closing”) shall acknowledge and agree occur on or prior to be bound by second business day after the representations and warranties of Investor and the terms date of this Subscription Agreement. No transfer (the date of the Closing, the “Closing Date”); provided that the Closing Date shall occur on or prior to the third business day after the date of this Agreement may Subscription if this Subscription is executed after 4:30 p.m. Eastern time. Upon the Closing, the Company shall cause the Shares to be delivered to the Investor, which delivery shall be made without through the consent facilities of The Depository Trust Company’s DWAC system in accordance with the Company, which may be withheld instructions set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions” or otherwise provided in its sole and absolute discretionwriting by the Investor.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares Units set forth on the signature page hereto at the Per Share Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... The minimum number of Units that the Investor may purchase is two thousand (2,000) Units. (b) Investor understands that the Shares Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with exhibits, qualified by the Securities and Exchange Commission (the “SEC”) on December 14July 31, 2021 2020 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 20202019, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the SharesUnits. The Company will accept tenders of funds to purchase the SharesUnits. The Company will close on investments on a monthly “rolling basis,” pursuant to the terms of the Offering CircularCircular (each closing occurring on a “Closing Date”). As a result, not all investors Investors will receive their Shares Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 [date] and its exhibits as filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 14[date] and the Form 1-A Amended Offering Circular filed with the SEC on [date], 2021 and the Form 1-A Amended Offering Circular filed with the SEC on [date] (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31April 30, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14November 9, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14November 9, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Shares Company’s common stock (the “Shares”), par value $0.001 per share, as set forth on the signature page hereto at the Per Share Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) below.. the aggregate number of Shares the Investor has agreed to purchase and (by) Investor understands that the purchase price per Share as set forth on the signature page hereto. The Shares are being offered pursuant to a registration statement on Form S-1, File No. 333-248495 (the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with “Registration Statement”). The Registration Statement will be declared effective by the Securities and Exchange Commission (the “SECCommission”) on December 14, 2021 prior to issuance of any Shares and acceptance of Investor’s subscription. The prospectus (collectively, the “Offering CircularProspectus”), which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Investor is also urged to review Shares of the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed common stock are being offered by the Company with in the SEC pursuant amount of up to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares$48,000,000. The Company offering will accept tenders terminate at the earlier of funds to purchase (i) the Shares. The Company will close date at which $48,000,000 of our Shares have been sold; (ii) the date on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, which this offering is terminated by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which ; or (iii) one hundred and eighty (180) days from the proposed Transferee effectiveness of the Registration Statement. The completion of the purchase and sale of the Shares (the “Closing”) shall acknowledge take place at a place and agree time (the “Closing Date”) to be bound specified by the representations Company. Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission and warranties acceptance of the completed subscription agreement by the Company, at each Closing (i) the Investor shall pay the Purchase Price by wire transfer of immediately available funds to the Company’s bank account (the “Offering Deposit Account”) per wire instructions as provided on the signature line below, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Delivery 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, through the book-entry delivery of Shares on the books and records of the transfer agent in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Electronic Book Entry Delivery Instructions.” If delivery of the Shares is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be rounded down to the nearest whole share. By payment for the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of this Subscription Agreement. No transfer of this Agreement may be made without which govern the consent of investment in the Company, which may be withheld in its sole and absolute discretionShares.

Subscription. (a) The Investor hereby irrevocably subscribes for and a. Subscriber agrees to purchase buy and the Company agrees to sell and issue to Subscriber such number of Shares (the “Shares” or “Securities”) of the Company’s common stock, as set forth on the signature page hereto at the Per Share Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) equal to the product of the aggregate number of Shares the Subscriber has agreed to purchase and $6.80, the offering price per share as set forth on the signature page hereto. The minimum Purchase Price is payable in the manner provided in Section 2(a) below..$1,360 or 200 Shares. (b) Investor understands that the b. The Shares are being offered pursuant to the an offering statement on Form 1-A Regulation A A, File No. 024-10639 (the “Offering Circular dated December 14, 2021 and its exhibits as filed with Statement”). The Current Offering Statement has not been qualified by the Securities and Exchange Commission (the “SECCommission”) on December 14and prior to issuance of any Shares and acceptance of Subscriber’s subscription, 2021 the offering circular (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, ) which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received forms a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms part of the Offering CircularStatement, however, is subject to change. As a result, not all investors A final Offering Circular and/or supplement to Offering Circular will receive their Shares on be delivered to the same dateSubscriber as required by law. (c) This c. The Subscriber’s subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor Subscriber only a portion of the number of the Shares that Investor Securities Subscriber has subscribed for hereunderfor. The Company will notify Investor Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If InvestorSubscriber’s subscription is rejected, InvestorSubscriber’s payment (or portion thereof if partially rejected) will be returned to Investor Subscriber without interest and all of InvestorSubscriber’s obligations hereunder shall terminate. In . d. Xx the event of rejection of this subscription in its entirety, or in the event the sale of the Shares Securities (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 any representations made hereof, which shall remain in full force and effect. e. The completion of the purchase and sale of the Shares (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “TransfereesClosing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided. Upon satisfaction or waiver of all the conditions to closing set forth in the Offering Statement, howeverat the Closing, that for any such (i) the Subscriber shall pay the Purchase Price by check or by wire transfer of immediately available funds to the Company’s special account per wire instructions as provided on the signature line below, and (ii) the Company shall cause the shares to be deemed effective, the Transferee shall have executed and delivered to the Company Subscriber with the delivery of the Share to be made in advance an instrument book entry or through the facilities of The Depository Trust Company’s DWAC system in form acceptable accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” if applicable (or, if requested by the Subscriber on the signature page hereto, through the physical delivery of certificates evidencing the Shares to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionresidential or business address indicated thereon).

Subscription. (a) The a. As of the date written above, the Investor hereby irrevocably subscribes for and agrees to purchase from the Company the number of Common Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor of this Subscription Agreement (the “Purchase PriceInvestor Committed Shares”, as may be decreased by any Non-Redeemed Shares (as defined below) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14Section 1(b), 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering CircularShares”)) on the terms and subject to the conditions provided for herein. The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by acknowledges and agrees that the Company with reserves the SEC pursuant right to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by accept or reject the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, Investor’s subscription for the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Committed Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, in whole or in part, at any time prior to its acceptance, and the Termination Date, same shall be deemed to be accepted by the Company at its sole and absolute discretion. In addition, only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the Company, ; the Company may do so in counterpart form. The Company or Placement Agents (defined below) shall notify the Investor in writing at its sole and absolute discretion, may allocate least two (2) business days in advance of the Closing (as defined below) if the Company elects to Investor only a portion of reduce the number of Investor Committed Shares to be issued and sold to the Investor hereunder. b. Notwithstanding anything to the contrary contained in this Subscription Agreement, if (i) the Investor is not a beneficial or record owner of the Target’s equity or an affiliate of the Company prior to the Closing (as defined below); (ii) the Investor holds any Common Shares (including Common Shares acquired prior to the date of this Subscription Agreement), along with any related Redemption Rights (as defined below) (such Investor Committed Shares, the “Eligible Shares”) as of the fifth calendar day after the effectiveness of the Company’s registration statement on Form S-4 (the “S-4 Registration Statement”); and (iii) the Investor (1) does not exercise any right to redeem or convert Common Shares in connection with the redemption conducted by the Company in accordance with the Company’s organizational documents and final IPO prospectus in conjunction with the Transaction 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 (as defined below), and (3) votes such Eligible Shares in favor of each proposal contained in the Company’s proxy statement seeking shareholder approval of the Transaction (the “Proxy Statement”), then such Eligible Shares shall be “Non-Redeemed Shares”, and the number of Investor Committed Shares the Investor is obligated to purchase under this Subscription Agreement may be reduced by the number of Non-Redeemed Shares. In order to decrease the Investor Committed Shares, the Investor must, at least five (5) business days prior to the date of the Company’s special shareholders meeting to be held pursuant to the Proxy Statement seeking shareholder approval of the Transaction, deliver to the Company a certificate in the form attached hereto as Exhibit B, and shall further, upon the Company’s request, promptly provide such additional documents reasonably requested by the Company relating to the Eligible Shares. “Transfer” means any (i) sale, offer to sell, contract or 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, (ii) entry into any swap or other arrangement that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether transfers to another, in whole or in part, any of the economic consequences of ownership of any relevant securities, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectii). (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. Subject to and in accordance with the terms and conditions of this Subscription Agreement, the undersigned hereby offers to purchase ____________ shares of the Company’s restricted common stock (the “Shares”) for a total purchase price of $_____________ (U.S. dollars). The undersigned hereby delivers to the Company the full purchase price for the subscription for the Shares in the form of a check or wire transfer. The undersigned understands and agrees that this Subscription Agreement constitutes the binding obligation of the undersigned to deliver the full purchase price to the Company for the portion of the subscription accepted by the Company. The undersigned will be notified by the Company whether, and to what extent, the undersigned’s subscription has been accepted. The Company reserves the right in its sole discretion to reject all or part of any subscription. If a subscription is not accepted in whole for any other reason, the subscription amount that was not accepted will be returned to the undersigned without interest. The undersigned understands and agrees that this subscription is irrevocable. The subscription period for the Shares will terminate upon the earliest to occur of (a) May 31st, 2022, or such other date as the Company in its sole discretion may select, or (b) receipt and acceptance by the Company of subscriptions for the sale of all the securities offered. The Investor hereby irrevocably subscribes for funds from this offering may be utilized by the Company in the manner it sees fit. The Shares are being offered and agrees sold, and this subscription is being made, pursuant to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth hereinin this Subscription Agreement. The aggregate purchase price for common stock comprising the Shares with respect shall not be deemed issued to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed owned by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by undersigned until the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties undersigned notice of Investor and the terms acceptance of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14[*], 2021 2022 and its exhibits (collectively, the “Offering Circular”) as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports Offering Circular and any other information required by Investor to make an investment decision with respect to the Shares. The After the Offering Circular has been qualified by the SEC, the Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14____________, 2021 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14________________, 2021 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below... (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14July 15, 2021 2022 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on December 14July 18, 2021 2022 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); 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 form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a1) The Investor Subject to the conditions to closing set forth herein, each Purchaser hereby irrevocably subscribes for and agrees to purchase Securities for the number of Shares aggregate purchase price set forth on the signature page of such Purchaser hereto at (the Per “Subscription Amount”). The Securities to be issued to each Purchaser hereunder shall consist of Shares in an amount equal to the quotient of (x) the Subscription Amount, divided by (y) the Share Purchase Price, rounded down to the nearest whole number. (2) For the purposes of this Agreement, the purchase price for each Share shall be $18.4932 (the “Share Purchase Price”). (3) The Company shall use its reasonable best efforts to hold the closing of the Offering (the “Closing”, and the date of the Closing, the “Closing Date”) as soon as practicable after entry of the Confirmation Order by the Bankruptcy Court approving the Plan of Reorganization. Prior to the Closing, each Purchaser shall deliver the applicable Subscription Amount, by wire transfer to an escrow account in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be held in the manner described in Paragraph (4) below. There is no minimum Subscription Amount required for the Closing. (4) All payments for Securities made by the Purchasers will be deposited as soon as practicable but by no later than 5:00 p.m. (New York time) on the date of this Agreement, in a non-interest bearing escrow account. With respect to each Purchaser, payments for Securities made by such Purchaser will be returned promptly, prior to an applicable Closing, without interest or deduction, if, or to the extent, (i) such Purchaser’s subscription is rejected by the Company; (ii) the Offering is terminated for any reason; or (iii) upon request by such Purchaser, if the Closing does not occur within fifteen (15) days after the date of the Confirmation Order; provided, however, that the foregoing clause (iii) shall not relieve any Purchaser of any liability in the event the Closing does not occur within such fifteen (15) day period due to the failure of a Purchaser to deliver such Purchaser’s applicable Subscription Amount. (5) Upon receipt by the Company of the requisite payment for all Securities to be purchased by the Purchasers whose subscriptions are accepted, the Company shall, at the Closing: (i) issue to each Purchaser stock certificates representing the shares of Common Stock purchased at such Closing under this Agreement; (ii) deliver to the Purchasers a certificate stating that the representations and warranties made by the Company in Section C of this Agreement are true and correct in all material respects on the date of such Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of such Closing Date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date); (iii) cause to be delivered to the Purchasers an opinion of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP substantially in the form of Exhibit A hereto; and (iv) cause to be delivered to the Purchasers as of a date within five (5) days of the Closing Date evidence of the good standing and corporate existence of the Company issued by the Delaware Secretary of State. Notwithstanding anything to the contrary herein, the Company and Purchasers agree that no funds may be released to the Company from the escrow account until entry of the Confirmation Order by the Bankruptcy Court approving the Plan of Reorganization, all of the items required to be delivered by the Company pursuant to clauses (i), (ii), and (iii) of this Paragraph (5) have been delivered in accordance with this Paragraph (5) and all other conditions to Closing set forth in this Agreement have been satisfied or waived. Upon satisfaction or waiver of all conditions to Closing set forth in this Agreement, funds may be released from the escrow account upon the written instructions of the Company. (6) Each Purchaser acknowledges and agrees, solely with respect to itself, that (i) the purchase of Shares by such Purchaser pursuant to the Offering is subject to all the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor in this Agreement; and (the “Purchase Price”ii) is payable in the manner provided in Section 2(a) below.. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 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 Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor such Purchaser upon the execution and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered delivery to the Company in advance an instrument in form acceptable of such Purchaser’s signed counterpart signature page to this Agreement unless and until the Company in its sole discretion, pursuant to which shall promptly reject the proposed Transferee shall acknowledge and agree to be bound subscription being made hereby by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionsuch Purchaser.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number of Shares shares (the “Shares”) of Common Stock as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto at the Per Share Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below..). (b) Investor understands that the The Shares are being offered have been registered pursuant to a Registration Statement on Form S-3, Registration No. 333-220549, which registration statement (the Form 1-A Regulation A Offering Circular dated December 14, 2021 and its exhibits as filed with “Registration Statement”) has been declared effective by the Securities and Exchange Commission (and is effective on the “SEC”) on December 14, 2021 (collectively, the “Offering Circular”)date hereof. The Investor is also urged to review the Company’s Annual Report for its fiscal year ended December 31, 2020, which has been filed or A final prospectus supplement will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to delivered as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Shares. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all investors will receive their Shares on the same datelaw. (c) This The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription may be accepted or rejected for the Common Stock, in whole or in part, part for any reason or for no reason, and at any time prior to the Termination DateClosing (as defined below) thereon, notwithstanding prior receipt by the Company at its sole and absolute discretionInvestor of notice of acceptance of the Investor’s subscription. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of event the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, the Investor’s payment (or portion thereof if partially rejected) will be returned promptly to the Investor without interest or deduction and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except . The Shares subscribed for Section 5 hereof, which shall remain in full force herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and effectcountersigned by the Company and the Closing with respect to the Investor’s subscription has occurred. (d) The terms Provided that the full Purchase Price and a completed and executed copy of this Subscription Agreement have been tendered and not returned in accordance with Section 2 hereof, the closing of Investor’s purchase of the Shares shall occur on or prior to April __, 2019, which date may be binding upon extended by up to five business days by the Company without notice to the Investor and its permitted transferees(such date, heirs, successors and assigns (collectivelyas may be extended, the “TransfereesClosing Date”); provided. Promptly thereafter, however, that for any such transfer the Company shall cause the Shares 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 discretionInvestor, pursuant to which the proposed Transferee delivery shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without by delivery of physical certificates to Investor, or if so designated, through the consent facilities of The Depository Trust Company’s DWAC system in accordance with the Company, which may be withheld in its sole and absolute discretioninstructions set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions.”