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 ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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) This subscription, when and if accepted by the Administrator, will constitute a commitment to contribute to the Fund the Subscription Amount in accordance with terms of the LLC Agreement. The Investor Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably subscribes for and agrees to purchase be bound by the number LLC Agreement as a Member of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms Fund and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable perform all obligations contained in the manner provided in Section 2(a) belowLLC Agreement, including making contributions to the Fund. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________The Administrator, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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 behalf of the Offering Circular. As a resultFund, not all investors will receive their Shares on the same date. (c) This subscription may be accepted accept or rejected reject this Agreement, in whole or in part, in its sole discretion. This Agreement will be deemed to be accepted by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for any reason which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or for no reasonall of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, at any time prior the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Termination DateSubscriber, by in which case, to the Company at its sole and absolute discretion. In additionextent so returned, the Company, at its sole and absolute discretion, may allocate Subscriber shall be deemed to Investor only a portion of have automatically withdrawn from 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 effectFund. (d) The terms Fund has the unrestricted right to condition its acceptance of this Subscription Agreement shall be binding the Subscriber’s subscription, in whole or in part, upon Investor the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and its permitted transferees, heirs, successors and assigns (collectively, information requested by 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 Fund in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Fund by the representations and warranties of Investor Subscriber and the terms authority of this the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement. No transfer of , its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may be made without enter into side letters with certain Members (which may include the consent Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the Company, which may be withheld in its sole and absolute discretionLLC Agreement as it applies to such Members.

Subscription. You hereby agree that (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 you are subscribing for the Shares with respect to each Investor (the “Purchase Price”) is payable Interests indicated in your Subscription Agreement in the manner provided in Section 2(a) below. aggregate amount equal to your Commitment, and (b) Investor understands that your subscription in respect thereof shall become effective and final, and you shall become legally bound, only upon the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________acceptance of such subscription, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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 by the Fund. Unless otherwise communicated to you by Xxxxxxx Xxxxx, including potentially through the Prospectus and Statement of Additional Information, your subscription will be deemed accepted by the Fund upon the earlier of the following: (a) the execution of a counterpart signature page to this Subscription Agreement by or for no reason, at any time on behalf of the Fund (including by Xxxxxxx Sachs) and (b) two business days prior to the Termination Date, by the Company at its sole time Interests are first issued to you. You acknowledge and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate agree that if your subscription 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 purchase such Interests is accepted (whether in whole or in part, (a) or rejected. If Investor’s subscription is rejectedyou will, Investor’s payment with no further action on your part, become an Interestholder, (or portion thereof if partially rejectedb) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In you agree with the event of rejection of this subscription in its entiretyManager, or in with the event the sale other Interestholders 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 Fund 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 with other subscribers admitted to the Company in advance an instrument in form acceptable to Fund either at or after the Company in its sole discretiondate of your admission that, pursuant to which the proposed Transferee shall acknowledge with effect from such admission, you and agree to such persons will be bound by and will comply with the representations provisions, terms and warranties obligations of Investor an investment in the Fund as described in the Prospectus and Statement of Additional Information and the terms Fund Agreement with the same effect as if you were a signatory to those documents, and (c) you will be irrevocably and unconditionally obligated to purchase Interests, at the times and as contemplated by the Fund Agreement and the Prospectus and Statement of Additional Information, in a total amount equal to the amount of the accepted portion of the “Total Commitment” listed in 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 terms and conditions this Agreement, the Subscriber hereby irrevocably subscribes tenders this subscription (this "Subscription") for and agrees to purchase an interest in the number of Shares Fund (a "Interest") in the amount set forth on the "Subscription Amount" line on the Subscriber's applicable 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"Signature Page"). (b) Investor understands that This Subscription, when and if accepted by the Shares are being offered pursuant General Partner of the Fund, will constitute a commitment to contribute to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified Fund that portion of the Subscription Amount accepted by the Securities and Exchange Commission General Partner (the “SEC”"Commitment") on ________________, 2020 (collectively, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the in accordance with terms of the Offering Circular. As a resultLimited Partnership Agreement of the Fund, not all investors will receive their Shares on as the same datemay be further amended from time to time (the "Limited Partnership Agreement"), in the form separately furnished to the Subscriber. The Subscriber will be admitted as a Limited Partner in the Fund at the time this Subscription is accepted and executed by the General Partner, and the Subscriber hereby irrevocably agrees to be bound by the Limited Partnership Agreement as a Limited Partner of the Fund and to perform all obligations contained in the Limited Partnership Agreement, including making contributions to the Fund. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and may not be withdrawn by the Subscriber unless the General Partner rejects this Subscription. (c) This subscription The General Partner, on behalf of the Fund, may be accepted accept or rejected reject this Subscription, in whole or in part, for any reason or for no reason, at any time prior in its sole discretion. This Subscription will be deemed to be accepted by the General Partner and this Agreement will be binding against the General Partner only upon execution and delivery to the Termination Date, by Subscriber of the Company at its sole and absolute discretionAcceptance of Subscription attached to this Agreement. In additionAt the Closing, the Company, at its sole General Partner will execute the Acceptance of Subscription and absolute discretion, may allocate to Investor only a portion deliver notice of the number of Closing to the Shares that Investor has subscribed for hereunderSubscriber within a reasonable time after the Closing. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejectedUpon acceptance, Investor’s payment (or portion thereof if partially rejected) the Subscriber will be returned issued the Interest for which it has subscribed. Failure to Investor without interest deliver a fully-completed and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or executed Subscription Agreement may result in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, Fund rejecting this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectSubscription. (d) The terms General Partner has the unrestricted right to condition its acceptance of this Subscription Agreement shall be binding the Subscriber's subscription, in whole or in part, upon Investor the receipt by the General Partner of any additional instruments (including any designations, representations, warranties, covenants), documentation and its permitted transferees, heirs, successors and assigns (collectively, information requested by 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 Fund in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Fund by the representations and warranties of Investor Subscriber and the terms authority of this Subscription Agreement. No transfer of the person executing this Agreement may be made without the consent on behalf of the CompanySubscriber (collectively the "Additional Documents"), in addition to these Subscription Documents. (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Limited Partners in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the General Partner may enter into side letters with certain Limited Partners (which may be withheld include the Subscriber) which contain terms different from those in its sole this Agreement or amend and absolute discretionsupplement certain provisions of the Limited Partnership Agreement as it applies to such Limited Partners.

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 ____________, 2020 2021 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 2021 (collectively, the “Offering Circular”). 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) 1.1 The Investor Subscriber hereby irrevocably subscribes for and agrees to purchase the that number of Shares set forth as shown in section 2 of the cover page to this Subscription Agreement, having an acquisition cost per Share as shown on the signature cover page hereto at to this Subscription Agreement, for the Per Share aggregate Purchase PricePrice shown in section 2 of the cover page to this Subscription Agreement, upon which is tendered herewith, on the basis of the representations and warranties and subject to 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 ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 this Subscription Agreement (collectively, the “Offering CircularSubscription”). The Company will accept tenders Shares are those described as such in the Corporation’s most recent Offering Memorandum (the “Offering Memorandum”), as may be amended, restated or updated from time to time. 1.2 The Subscriber acknowledges that the Shares have been offered to the Subscriber as part of funds an offering by the Corporation of additional Shares to purchase other subscribers. 1.3 All dollar amounts referred to in this Subscription Agreement, including the Shares. The Company will close on investments on a “rolling basis,” pursuant schedules, appendices, acknowledgements and certificates attached hereto, are in lawful money of Canada, unless otherwise indicated. 1.4 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Corporation. The Subscriber acknowledges and agrees that this Subscription Agreement and any other documents delivered in connection herewith will be held by or on behalf of the Offering Circular. As a resultCorporation, not all investors and that the aggregate price will receive their Shares be held by or 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 behalf 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 terminateCorporation. In the event of rejection of that this subscription in its entiretySubscription is not accepted by the Corporation for whatever reason, or in which the event Corporation expressly reserves the sale right to do, the Corporation will return the aggregate price to the Subscriber at the address 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, Subscriber as set forth on 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 cover page of this Subscription Agreement, or as otherwise directed by the Subscriber, without interest or deduction. No transfer If this Subscription is accepted only in part, the Subscriber understands that a cheque representing the portion of the aggregate price for that portion of the Subscription that is not accepted will be promptly delivered to the Subscriber at the address of the Subscriber as set forth on the cover page of this Agreement may be made Subscription Agreement, or as otherwise directed by the Subscriber, without the consent of the Company, which may be withheld in its sole and absolute discretioninterest or deduction.

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 ______________, 2020 2021 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ____________________, 2020 2021 (collectively, the “Offering Circular”). 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 _____________, 2020 2024 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on __on______________, 2020 2024 (collectively, the “Offering Circular”). 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 ____________, 2020 2022 and its In June 2022 exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 2022 (collectively, the “Offering Circular”). 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 Subscriber acknowledges and agrees that this subscription (i) is irrevocable on the part of the Subscriber, (ii) is conditioned upon acceptance by the Company and (iii) may be accepted or rejected in whole or in part by the Company in its sole discretion at any time. The Subscriber agrees to be bound by all the terms and provisions of this Subscription Agreement, the Memorandum, the Company’s bylaws, in the form attached hereto as Appendix B (as amended, the “Bylaws”), the articles of incorporation of the Company, in the form attached hereto as Appendix C (as amended, the “Charter”), the Investment Advisory Agreement by and between GC Advisors LLC (the “Adviser”) and the Company, in the form attached hereto as Appendix D (as amended, the “Advisory Agreement”), and the Administration Agreement by and between the Company and Gxxxx Capital LLC, the Company’s administrator (the “Administrator”), in the form attached hereto as Appendix E (as amended, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, the “Operative Documents”) together with this Subscription Agreement. (b) The Subscriber agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the number of Shares set forth on the signature page hereto at the Per Share Purchase PriceCompany, upon under the terms and subject to the conditions set forth herein. The aggregate purchase price for minimum Capital Commitment is $25 million, subject to the Shares with respect discretion of the Company to each Investor accept a lower amount. (c) The Company will file or has filed a registration statement on Form 10 (the “Purchase PriceRegistration Statement”) is payable in for the manner provided in Section 2(a) below. (b) Investor understands that registration of its common stock with the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified by the U.S. Securities and Exchange Commission (the “SEC”) on ________________under the Securities Exchange Act of 1934, 2020 as amended (collectively, the “Offering CircularExchange Act”). 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 Registration Statement 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, offering document pursuant to which the proposed Transferee shall acknowledge and agree Company is conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained in the Memorandum, together with reports the Company may file under the Exchange Act from time to be bound by time, in making its investment decisions. The Company expects to enter into separate Subscription Agreements (the representations and warranties of Investor and the terms of “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors. No transfer This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of this Agreement may Shares to the undersigned and the Other Investors are to be made without the consent of the Company, which may be withheld in its sole and absolute discretionseparate sales.

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 ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on AMOUNT OF INVESTMENT: $____________________________________ (a) The undersigned (“Purchaser”) hereby subscribes to become a holder (“Noteholder”) of promissory notes in CF FUND II, 2020 LLC, a Pennsylvania limited liability company (collectivelythe “Company”), and to purchase through his, her or its investment the amount of promissory notes (“Promissory Notes”) as indicated above, all in accordance with the terms and conditions of this Subscription Agreement, the Promissory Notes, the Articles of Organization (the “Articles”), and the Offering Circular (the “Offering Circular”). (b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Company will accept tenders of funds Purchaser agrees to purchase the Shares. The Company will close on investments on become a “rolling basis,” pursuant Noteholder and to be bound by all the terms and conditions of the Offering CircularPromissory Notes. As a result, not all investors will receive their Shares This subscription shall be binding on the same dateheirs, 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 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 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 ____________, 2020 2019, and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”) as filed with the SEC. By subscribing to the Offering, the Subscriber acknowledges that the Subscriber has received and reviewed a copy of the Offering Circular and any other information required by the Subscriber to make an investment decision with respect to the Shares. 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”). 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 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. As of the date written above (a) The Investor the “Subscription Date”), the Subscriber hereby irrevocably subscribes for and agrees to purchase from ITAC, and ITAC agrees to issue and sell to the Subscriber, such number of Common Shares as is 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 of this Subscription Agreement (together with respect to each Investor (the “Purchase Price”) is payable any equity securities of ARBE that may be issued in the manner provided in Section 2(a) below. (b) Investor understands that the Shares are being offered exchange therefor pursuant to this Subscription Agreement or the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed Transaction Agreement in connection with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectivelyTransaction, the “Offering CircularShares”)) at the Purchase Price per Share and on the terms provided for herein. The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant Notwithstanding anything contained herein 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 additioncontrary, the Companyparties hereto hereby acknowledge and agree that ARBE shall have the right, at its sole and absolute discretion, may allocate to Investor only instead (and without duplication) issue and sell to the Subscriber, and cause the Subscriber to instead directly purchase from ARBE such number of ARBE’s ordinary shares with a portion nominal value of NIS 0.01 per share (“ARBE Shares”) as is set forth on the signature page of this Subscription Agreement at the Closing (which, for the avoidance of doubt, shall occur after giving effect to the Recapitalization (as defined in the Transaction Agreement) (the “Recapitalization”)) at the Purchase Price in lieu of the number of Common Shares from ITAC in accordance with this Subscription Agreement, and in such event ARBE will deliver the ARBE Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted directly to the Subscriber (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 terminatethe “Direct Purchase Election”). In the event of rejection of this subscription a Direct Purchase Election, any reference 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 to the Shares or Common Shares will mean, to the extent reasonably applicable, the ARBE Shares that are directly being issued by ARBE in lieu of the Common Shares that were to have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of been issued by ITAC pursuant to this Subscription Agreement and then exchanged for ARBE Shares pursuant to the Transaction Agreement, and any and all undertakings, representations, warranties or covenants with respect to the Offering, as set forth hereunder by the Subscriber towards ITAC, shall be binding upon Investor also be for the benefit of ARBE, and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee ARBE shall also 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 all of the Companyrights, which may be withheld in its sole privileges and absolute discretionauthorities of ITAC with respect thereto.

Subscription. (a) The Investor Subject to the terms and conditions this Agreement, the Subscriber hereby irrevocably subscribes tenders this subscription (this “Subscription”) for and agrees to purchase an interest in the number of Shares Fund (a “Interest”) in the amount set forth on the “Subscription Amount” line on the Subscriber’s applicable 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 PriceSignature Page”) is payable in the manner provided in Section 2(a) below). (b) Investor understands that This Subscription, when and if accepted by the Shares are being offered pursuant General Partner of the Fund, will constitute a commitment to contribute to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified Fund that portion of the Subscription Amount accepted by the Securities and Exchange Commission General Partner (the “SECCommitment”) on ________________, 2020 (collectively, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the in accordance with terms of the Offering Circular. As a resultLimited Partnership Agreement of the Fund, not all investors will receive their Shares on as the same datemay be further amended from time to time (the “Limited Partnership Agreement”), in the form separately furnished to the Subscriber. The Subscriber will be admitted as a Limited Partner in the Fund at the time this Subscription is accepted and executed by the General Partner, and the Subscriber hereby irrevocably agrees to be bound by the Limited Partnership Agreement as a Limited Partner of the Fund and to perform all obligations contained in the Limited Partnership Agreement, including making contributions to the Fund. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and may not be withdrawn by the Subscriber unless the General Partner rejects this Subscription. (c) This subscription The General Partner, on behalf of the Fund, may be accepted accept or rejected reject this Subscription, in whole or in part, for any reason or for no reason, at any time prior in its sole discretion. This Subscription will be deemed to be accepted by the General Partner and this Agreement will be binding against the General Partner only upon execution and delivery to the Termination Date, by Subscriber of the Company at its sole and absolute discretionAcceptance of Subscription attached to this Agreement. In additionAt the Closing, the Company, at its sole General Partner will execute the Acceptance of Subscription and absolute discretion, may allocate to Investor only a portion deliver notice of the number of Closing to the Shares that Investor has subscribed for hereunderSubscriber within a reasonable time after the Closing. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejectedUpon acceptance, Investor’s payment (or portion thereof if partially rejected) the Subscriber will be returned issued the Interest for which it has subscribed. Failure to Investor without interest deliver a fully-completed and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or executed Subscription Agreement may result in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, Fund rejecting this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectSubscription. (d) The terms General Partner has the unrestricted right to condition its acceptance of this Subscription Agreement shall be binding the Subscriber’s subscription, in whole or in part, upon Investor the receipt by the General Partner of any additional instruments (including any designations, representations, warranties, covenants), documentation and its permitted transferees, heirs, successors and assigns (collectively, information requested by 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 Fund in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Fund by the representations and warranties of Investor Subscriber and the terms authority of this Subscription Agreement. No transfer of the person executing this Agreement may be made without the consent on behalf of the CompanySubscriber (collectively the “Additional Documents”), in addition to these Subscription Documents. (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Limited Partners in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the General Partner may enter into side letters with certain Limited Partners (which may be withheld include the Subscriber) which contain terms different from those in its sole this Agreement or amend and absolute discretionsupplement certain provisions of the Limited Partnership Agreement as it applies to such Limited Partners.

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) belowfull upon subscription. (ba) Investor The Subscriber understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________, 2020 filed with the SEC and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). . (b) The Company will accept tenders Offering of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms of Proportionate Voting Shares is described in the Offering Circular. As a result, not all investors will receive their Shares which is available at hxxxx://xxxxxxx.xxx, as well as on the same dateEXXXX website of the SEC. While they are subject to change, the Corporation advises the Subscriber to print and retain a copy of these documents for the Subscriber’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) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated _____________, 2020 2022 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on __on______________, 2020 2022 (collectively, the “Offering Circular”). 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 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 _____________ Units of the Company (must subscribe to a minimum of 1 Unit), 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on at a purchase price of $500.00 per Unit, for a total purchase price of $_____________________, 2020 upon the terms and conditions set forth herein (collectively, the or this “Offering CircularSubscription”). The Company will accept tenders of funds to total purchase price for the SharesSubscription is payable in the manner provided in Section 3 below. The Company will close on investments on a Units being subscribed for under this Agreement are sometimes referred to herein as the “rolling basis,” Securities.” (b) The Subscriber understands that the Securities are being offered pursuant to the terms Form 1-A, Regulation A Offering Statement, including an Offering Circular and attached Operating Agreement. A full description of the Securities and the Offering is set forth in the Offering Circular and accompanying Operating Agreement. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular. As a result, not all investors will receive their Shares on Operating Agreement and any other information requested by the same dateSubscriber in writing to make an investment decision with respect to the Securities. (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) This subscription, when and if accepted by the Administrator, will constitute a commitment to contribute to the Fund the Subscription Amount in accordance with terms of the LLC Agreement. The Investor Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably subscribes for and agrees to purchase be bound by the number LLC Agreement as a Member of Shares set forth on the signature page hereto at the Per Share Purchase Price, upon the terms Fund and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (the “Purchase Price”) is payable perform all obligations contained in the manner provided in Section 2(a) belowLLC Agreement, including making contributions to the Fund. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________The Administrator, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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 behalf of the Offering Circular. As a resultFund, not all investors will receive their Shares on the same date. (c) This subscription may be accepted accept or rejected reject this Agreement, in whole or in part, in its sole discretion. This Agreement will be deemed to be accepted by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for any reason which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or for no reasonall of the Subscription Amount will not be invested in the Portfolio Investment or otherwise applied in accordance with the LLC Agreement, at any time prior the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Termination DateSubscriber, by in which case, to the Company at its sole and absolute discretion. In additionextent so returned, the Company, at its sole and absolute discretion, may allocate Subscriber shall be deemed to Investor only a portion of have automatically withdrawn from 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 effectFund. (d) The terms Fund has the unrestricted right to condition its acceptance of this Subscription Agreement shall be binding the Subscriber’s subscription, in whole or in part, upon Investor the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and its permitted transferees, heirs, successors and assigns (collectively, information requested by 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 Fund in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Fund by the representations and warranties of Investor Subscriber and the terms authority of this the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement. No transfer of , its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may be made without enter into side letters with certain Members (which may include the consent Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the Company, which may be withheld in its sole and absolute discretionLLC Agreement as it applies to such Members.

Subscription. (a) The Investor Subscriber hereby irrevocably subscribes for and agrees commits 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 _____________ Units of the Company (must subscribe to a minimum of 1 Unit), 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on at a purchase price of $500.00 per Unit, for a total purchase price of $_____________________, 2020 upon the terms and conditions set forth herein (collectively, the or this “Offering CircularSubscription”). The Company will accept tenders of funds to total purchase price for the SharesSubscription is payable in the manner provided in Section 3 below. The Company will close on investments on a Units being subscribed for under this Agreement are sometimes referred to herein as the “rolling basis,” Securities.” (b) The Subscriber understands that the Securities are being offered pursuant to the terms Form 1-A, Regulation A Offering Statement, including an Offering Circular and attached Operating Agreement. A full description of the Securities and the Offering is set forth in the Offering Circular and accompanying Operating Agreement. By subscribing to the Offering, the Subscriber acknowledges that he/she/it has received and reviewed a copy of the Offering Circular. As a result, not all investors will receive their Shares on Operating Agreement and any other information requested by the same dateSubscriber in writing to make an investment decision with respect to the Securities. (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 (“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) belowPrivate Placement Memorandum dated January 1, 2017, as amended (the “Memorandum”). (b) Investor understands The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to become a Member of the Shares are being offered pursuant LLC and to be bound by all the Form 1-A Regulation A Offering Circular dated ____________terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, 2020 executors, administrators, successors and its exhibits as filed with and qualified assigns of the Purchaser. This subscription is not transferable or assignable by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on 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, 2020 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 (collectively“Purchaser”) 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 “Company”), in the amount indicated above, all in accordance with the terms and conditions of this Subscription Agreement, the Articles of Organization (the “Articles”), the Company’s Operating Agreement (“Operating Agreement”) and Offering Circular, as amended (the “Offering Circular”). 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. (a) The Investor hereby irrevocably subscribes for and agrees to purchase Certain Capitalized terms not defined herein shall have the number of Shares meanings set forth on the signature page hereto at the Per Share Purchase PriceExhibit A, 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) belowattached hereto. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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 and conditions hereof, the Subscriber hereby irrevocably tenders this subscription (this “Subscription”) for units of Class A membership interests in the Offering Circular. As Company (a result, not all investors will receive their Shares on “Class A Units”) by paying the same dateamount agreed upon by the Company and the Subscriber (“Subscription Amount”). (c) This subscription Subscription, when and if accepted by the Company, as manager of the Company, will constitute a commitment to contribute to the Company that portion of the Subscription Amount accepted by the Company (the “Commitment”) in accordance with terms of the Operating Agreement of the Company, as the same may be further amended from time to time (the “Company Agreement”), in accordance with the Delivery Instructions attached hereto as Exhibit B. The Subscriber shall be admitted as a Member in the Company (“Member”) at the time this Subscription is accepted and executed by the Company and the Subscriber hereby irrevocably agrees to be bound by the Company Agreement as a Member thereunder and to perform all obligations thereunder, including making contributions to the Company in accordance with the terms thereof. (d) The Managing Member, on behalf of the Company, may accept or rejected reject this Subscription, in whole or in part, for any reason or for no reason, at any time prior in its sole discretion. This Subscription shall be deemed to the Termination Date, be accepted by the Company at its sole and absolute discretionthis Agreement shall be binding against the Company only upon the Company accepting the subscription. In additionAt the Closing, the Company, at Subscriber shall be issued the Class A Units for which it has subscribed. (e) The Company has the unrestricted right to condition its sole and absolute discretion, may allocate to Investor only a portion acceptance of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether Subscriber’s subscription, 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 upon 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 receipt by the Company in advance an instrument in form acceptable to of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Company in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Company by the representations and warranties of Investor Subscriber and the terms authority of this Subscription Agreement. No transfer of the person executing this Agreement may be made without the consent on behalf of the Subscriber (collectively the “Additional Documents”), in addition to these Subscription Documents. (f) The Subscriber understands that the Company has entered into or expects to enter into separate subscription agreements with other investors which are or shall be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Company, . This Agreement and such separate subscription agreements are separate agreements and the Subscription Agreement page 1 sale arrangements between the Company and such other investors are separate sales. The Subscriber also acknowledges that the Company may enter into side letters with certain Members (which may be withheld include the Subscriber) which contain terms different from those in its sole this Agreement or amend and absolute discretionsupplement certain provisions of the Company Agreement as it applies to such Members.

Subscription. (a) The Investor hereby irrevocably subscribes for Subscriber acknowledges and agrees that this subscription (i) is irrevocable on the part of the Subscriber, (ii) is conditioned upon acceptance by the Company and (iii) may be accepted or rejected in whole or in part by the Company in its sole discretion at any time. The Subscriber agrees to be bound by all the terms and provisions of this Subscription Agreement, the Memorandum, the Company’s bylaws, in the form attached hereto as Appendix C (as amended, the “Bylaws”), the Company’s articles of incorporation, in the form attached hereto as Appendix D (as amended, the “Charter”), the Investment Advisory Agreement by and between Barings LLC (the “Adviser”) and the Company, in the form attached hereto as Appendix E (as amended, the “Advisory Agreement”) and the Administration Agreement by and between the Company and Barings LLC, the administrator (the “Administrator”), in the form attached hereto as Appendix F (as amended, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, the “Operative Documents”) together with this Subscription Agreement. (b) The Subscriber agrees to purchase Shares for the number of Shares aggregate purchase price set forth on the signature page hereto at the Per Share Purchase Pricebelow, upon payable under the terms and subject to the conditions set forth herein. The aggregate minimum purchase price amount for Shares is $50,000, after which additional investments must be in increments of $5,000, each subject to the Shares with respect discretion of the Company (including, but not limited to, the discretion to each Investor accept a lower amount). (c) The Company will file or has filed a registration statement on Form 10 (the “Purchase PriceRegistration Statement”) is payable in for the manner provided in Section 2(a) below. (b) Investor understands that registration of its common stock with the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified by the U.S. Securities and Exchange Commission (the “SEC”) on ________________under the Securities Exchange Act of 1934, 2020 as amended (collectively, the “Offering CircularExchange Act”). 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 Registration Statement 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, offering document pursuant to which the proposed Transferee shall acknowledge and agree Company is conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained in the Memorandum, together with reports the Company may file under the Exchange Act from time to be bound by time, in making its investment decisions. The Company expects to enter into separate Subscription Agreements (the representations and warranties of Investor and the terms of “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors. No transfer This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of this Agreement may Shares to the undersigned and the Other Investors are to be made without the consent of the Company, which may be withheld in its sole and absolute discretionseparate sales.

Subscription. (a) The Investor hereby irrevocably subscribes for Subscriber acknowledges and agrees that this subscription (i) is conditioned upon acceptance by the Company, at which time it becomes irrevocable on the part of the Subscriber and (ii) may be accepted or rejected in whole or in part by the Company in its sole discretion at any time. The Subscriber agrees to be bound by all the terms and provisions of this Subscription Agreement, the Memorandum, the Company’s bylaws, in the form attached hereto as Appendix C (as amended, the “Bylaws”), the Company’s articles of incorporation, in the form attached hereto as Appendix D (as amended, the “Charter”), the Investment Advisory Agreement by and between Barings LLC (the “Adviser”) and the Company, in the form attached hereto as Appendix E (as amended, the “Advisory Agreement”) and the Administration Agreement by and between the Company and Barings LLC, the administrator (the “Administrator”), in the form attached hereto as Appendix F (as amended, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, the “Operative Documents”) together with this Subscription Agreement. (b) The Subscriber agrees to purchase Shares for the number of Shares aggregate purchase price set forth on the signature page hereto at the Per Share Purchase Pricebelow, upon payable under the terms and subject to the conditions set forth herein. The aggregate minimum purchase price amount for Shares is $50,000, after which additional investments must be in increments of $5,000, each subject to the Shares with respect discretion of the Company (including, but not limited to, the discretion to each Investor accept a lower amount). (c) The Company has filed a registration statement on Form 10 (the “Purchase PriceRegistration Statement”) is payable in for the manner provided in Section 2(a) below. (b) Investor understands that registration of its common stock with the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified by the U.S. Securities and Exchange Commission (the “SEC”) on ________________under the Securities Exchange Act of 1934, 2020 as amended (collectively, the “Offering CircularExchange Act”). 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 Registration Statement 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, offering document pursuant to which the proposed Transferee shall acknowledge Company is conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained in the Memorandum, together with reports and agree other documents the Company files under the Exchange Act from time to be bound by time, in making its investment decisions. The Company has entered and expects to enter into separate Subscription Agreements (the representations and warranties of Investor and the terms of “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors. No transfer This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of this Agreement may Shares to the undersigned and the Other Investors are to be made without the consent of the Company, which may be withheld in its sole and absolute discretionseparate sales.

Subscription. (a) The Investor hereby Subscriber acknowledges and agrees that this subscription (i) is irrevocable on the part of the Subscriber, (ii) is conditioned upon acceptance by the relevant Company or Companies and (iii) may be accepted or rejected in whole or in part by the relevant Company or Companies in its or their sole discretion at any time. The Subscriber agrees to be bound by all the terms and provisions of this Subscription Agreement, each applicable Memorandum, each Company’s bylaws, in the form attached hereto as Appendix B (as amended and restated from time to time, the “Bylaws”), the Certificate of Incorporation of each Company, in the form attached hereto as Appendix C (as amended and restated from time to time, the “Charter”), each Investment Advisory Agreement by and between LS BDC Adviser, LLC (the “Adviser”) and each Company, in the form attached hereto as Appendix D (as amended, the “Advisory Agreement”), and each Administration Agreement by and between each Company and LS Administration, LLC (the “Administrator”), in the form attached hereto as Appendix E (as amended, the“Administration Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, the “Operative Documents”). (b) In reliance upon the representations and warranties contained in this Subscription Agreement, you irrevocably subscribes subscribe for and agrees agree to purchase the number of Shares set forth Shares, on the signature page hereto at terms and conditions described in this Subscription Agreement and in the Per Share Purchase PriceOperative Documents, upon for an aggregate purchase price equal to the portion of your requested Commitment to each Company that is accepted by each such Company under the terms and conditions set forth herein. The aggregate You agree to fund a capital contribution to purchase price for Shares (up to the Shares with respect to amount of your Undrawn Commitment, as defined below) each Investor time each such Company delivers a drawdown notice (the “Purchase PriceDrawdown Notice”) to you, which notice shall be delivered in respect of such Commitment at least 10 business days (as defined in Rule 14d-1 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”) (“Business Days”)) prior to the required funding date (each, a “Drawdown Date,” which, for the avoidance of doubt, excludes any Catch-Up Date (as defined below)). New Shares shall be issued on each Drawdown Date or Catch-Up Date, in respect of the applicable drawdown. The minimum Commitment is payable in $1,000,000.00, subject to the manner provided in Section 2(a) belowdiscretion of the Company to accept a lower amount. (bc) Investor understands that the Shares are being offered pursuant The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase Price or Catch-Up Purchase Price (as defined below) (or portion thereof), as applicable, identified in each Drawdown Notice. (d) Each relevant Company shall file or has filed a registration statement on Form 1-A Regulation A Offering Circular dated ____________10 (as amended from time to time, 2020 and the “Registration Statement”) for the registration of its exhibits as filed common stock with and qualified by the U.S. Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, under the “Offering Circular”)Exchange Act. The Company will accept tenders of funds to purchase Registration Statements are not 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, offering documents pursuant to which the proposed Transferee shall acknowledge and agree Companies are conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained or incorporated by reference in the Memorandum, together with reports the Companies may file under the Exchange Act from time to be bound by time, in making its investment decisions. The Companies have entered into or expects to enter into separate Subscription Agreements (the representations and warranties of Investor and the terms of “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors. No transfer This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of this Agreement may Shares to the undersigned and the Other Investors are to be made without the consent of the Company, which may be withheld in its sole and absolute discretionseparate sales.

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 ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on 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, 2020 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 (collectively“Purchaser”) 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 “Company”), in the amount indicated above, all in accordance with the terms and conditions of this Subscription Agreement, the Articles of Organization (the “Articles”), the Company’s Operating Agreement (“Operating Agreement”) and Offering Circular, as amended (the “Offering Circular”). 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 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. (dc) The terms Neither the execution nor the acceptance of this Subscription Agreement shall be binding upon Investor 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 its permitted transferees, heirs, successors the Purchaser will become a Member (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 Membership Interests 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 the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor 1.1 On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase the such number of Shares Subscription Receipts as is set forth on page 2 of this Agreement at a price of $0.60 per Subscription Receipt for the signature Subscription Amount shown on page hereto at 2 of this Agreement, which is tendered herewith (such subscription and agreement to purchase being the Per Share Purchase Price“Subscription”), and the Issuer agrees to sell the Subscription Receipts to the Subscriber, effective upon the terms and conditions set forth Issuer’s acceptance of this Agreement. 1.2 In the event of the occurrence of the Escrow Release Condition (as defined herein), each Subscription Receipt will automatically convert into one common share in the capital of the Issuer (each, a “Share”), for no additional consideration. The aggregate purchase price for Subscription Receipts and the Shares with respect are collectively referred to each Investor herein as the “Securities”. 1.3 The Subscriber acknowledges that the Subscription Receipts have been offered to the Subscriber as part of an offering by the Issuer of additional Subscription Receipts to other subscribers for gross proceeds of up to $5,000,000 (or any such greater or lesser amount as may be determined by the Issuer in its sole discretion) (the “Purchase PriceOffering”) is payable in the manner provided in Section 2(a) below). (b) Investor understands 1.4 All dollar amounts referred to in this Agreement are in lawful money of United States, unless otherwise indicated. 1.5 The Subscriber acknowledges and agrees that this Agreement, the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________, 2020 Subscription Amount and its exhibits as filed with and qualified any other documents delivered in connection herewith will be held by the Securities and Exchange Commission Cxxxx Xxxxxx LLP (the “SEC”) on ________________, 2020 (collectively, the “Offering CircularEscrow Agent”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant , legal counsel to the terms Issuer, by or on behalf 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 terminateIssuer. In the event that this Agreement is not accepted by the Issuer for whatever reason, which the Issuer expressly reserves the right to do, the Issuer will cause the Escrow Agent to return the Subscription Amount (without interest thereon) to the Subscriber at the address of rejection the Subscriber as set forth on page 2 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 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 Subscriber acknowledges and agrees that this subscription (i) is irrevocable and binding on the part of the Subscriber, (ii) is conditioned upon acceptance by the Fund and (iii) may be accepted or rejected (for any reason or for no reason) in whole or in part by the Fund in its sole discretion at any time. The Subscriber has received and reviewed, and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Pricebe bound by, upon all the terms and provisions of this Subscription Agreement, the Memorandum, the Fund’s bylaws, in the form attached hereto as Appendix C (as amended and/or restated from time to time, the “Bylaws”), the Fund’s Second Amended and Restated Declaration of Trust, in the form attached hereto as Appendix D (as amended and/or restated from time to time, the “Declaration of Trust”), the Amended and Restated Investment Advisory Agreement by and between FS/KKR Advisor, LLC (the “Adviser”) and the Fund, in the form attached hereto as Appendix E (as amended and/or restated from time to time, the “Advisory Agreement”), and the Administration Agreement by and between the Adviser and the Fund, in the form attached hereto as Appendix F (as amended and/or restated from time to time, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Declaration of Trust and the Advisory Agreement, the “Operative Documents”). (b) The Subscriber agrees to purchase Shares for an aggregate purchase price (in U.S. dollars) equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, under the terms and subject to the conditions set forth herein. The aggregate purchase price minimum initial investment amount for Shares is $2,500, after which additional investments must be in increments of $500, each subject to the Shares with respect discretion of the Fund’s Placement Agents, KKR Capital Markets LLC and FS Investment Solutions, LLC, which are affiliates of the Adviser (including, but not limited to, the discretion to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) belowaccept a lower amount). (bc) Investor understands that The Fund has filed a registration statement on Form 10 (as amended from time to time, the Shares are being offered pursuant to “Registration Statement”) for the Form 1-A Regulation A Offering Circular dated ____________, 2020 and registration of its exhibits as filed common stock with and qualified by the U.S. Securities and Exchange Commission (the “SEC”) on ________________under the Securities Exchange Act of 1934, 2020 as amended (collectively, the “Offering CircularExchange Act”). 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 Registration Statement 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, offering document pursuant to which the proposed Transferee shall acknowledge Fund is conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained in the Operative Documents, together with reports and agree other documents the Fund may file under the Exchange Act from time to be bound by time, in making its investment decisions. The Fund expects to enter into separate Subscription Agreements (the representations and warranties of Investor and the terms of “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors either on a capital commitment basis or for the immediate payment of cash against the immediate delivery of Shares (the “Immediate Share Issuance Basis”). No transfer This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of this Agreement may Shares to the undersigned and the Other Investors are to be made without the consent of the Company, which may be withheld in its sole and absolute discretionseparate sales.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase Certain Capitalized terms not defined herein shall have the number of Shares meanings set forth on Exhibit A, attached hereto. (b) Subject to the signature page hereto at terms and conditions hereof, the Per Share Purchase Price, Subscriber hereby irrevocably tenders this subscription (this "Subscription") for units of Class A membership interests in the Company (a "Class A Units") by paying the amount agreed upon by the Company and the Subscriber ("Subscription Amount"). The Company is offering the Class A Units pursuant to the Company's Form 1A and Offering Circular (the "Circular") and 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 ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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 datetherein. (c) This subscription Subscription, when and if accepted by the Company, as manager of the Company, will constitute a commitment to contribute to the Company that portion of the Subscription Amount accepted by the Company (the "Commitment") in accordance with terms of the Operating Agreement of the Company, as the same may be further amended from time to time (the "Company Agreement"), in accordance with the Delivery Instructions attached hereto as Exhibit B. The Subscriber shall be admitted as a Member in the Company ("Member") at the time this Subscription is accepted and executed by the Company and the Subscriber hereby irrevocably agrees to be bound by the Company Agreement as a Member thereunder and to perform all obligations thereunder, including making contributions to the Company in accordance with the terms thereof. (d) The Managing Member, on behalf of the Company, may accept or rejected reject this Subscription, in whole or in part, for any reason or for no reason, at any time prior in its sole discretion. This Subscription shall be deemed to the Termination Date, be accepted by the Company at its sole and absolute discretionthis Agreement shall be binding against the Company only upon the Company accepting the subscription. In additionAt the Closing, the Company, at Subscriber shall be issued the Class A Units for which it has subscribed. (e) The Company has the unrestricted right to condition its sole and absolute discretion, may allocate to Investor only a portion acceptance of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether Subscriber's subscription, 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 upon 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 receipt by the Company in advance an instrument in form acceptable to of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Company in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Company by the representations and warranties of Investor Subscriber and the terms authority of this Subscription Agreement. No transfer of the person executing this Agreement may be made without the consent on behalf of the Subscriber (collectively the "Additional Documents"), in addition to these Subscription Documents. (f) The Subscriber understands that the Company has entered into or expects to enter into separate subscription agreements with other investors which are or shall be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Company, . This Agreement and such separate subscription agreements are separate agreements and the sale arrangements between the Company and such other investors are separate sales. The Subscriber also acknowledges that the Company may enter into side letters with certain Members (which may be withheld include the Subscriber) which contain terms different from those in its sole this Agreement or amend and absolute discretionsupplement certain provisions of the Company Agreement as it applies to such Members.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase Certain Capitalized terms not defined herein shall have the number of Shares meanings set forth on the signature page hereto at the Per Share Purchase PriceExhibit A, 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) belowattached hereto. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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 and conditions hereof, the Subscriber hereby irrevocably tenders this subscription (this "Subscription") for units of Class A membership interests in the Offering Circular. As Company (a result, not all investors will receive their Shares on "Class A Units") by paying the same dateamount agreed upon by the Company and the Subscriber ("Subscription Amount"). (c) This subscription Subscription, when and if accepted by the Company, as manager of the Company, will constitute a commitment to contribute to the Company that portion of the Subscription Amount accepted by the Company (the "Commitment") in accordance with terms of the Operating Agreement of the Company, as the same may be further amended from time to time (the "Company Agreement"), in accordance with the Delivery Instructions attached hereto as Exhibit B. The Subscriber shall be admitted as a Member in the Company ("Member") at the time this Subscription is accepted and executed by the Company and the Subscriber hereby irrevocably agrees to be bound by the Company Agreement as a Member thereunder and to perform all obligations thereunder, including making contributions to the Company in accordance with the terms thereof. (d) The Managing Member, on behalf of the Company, may accept or rejected reject this Subscription, in whole or in part, for any reason or for no reason, at any time prior in its sole discretion. This Subscription shall be deemed to the Termination Date, be accepted by the Company at its sole and absolute discretionthis Agreement shall be binding against the Company only upon the Company accepting the subscription. In additionAt the Closing, the Company, at Subscriber shall be issued the Class A Units for which it has subscribed. (e) The Company has the unrestricted right to condition its sole and absolute discretion, may allocate to Investor only a portion acceptance of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether Subscriber's subscription, 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 upon 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 receipt by the Company in advance an instrument in form acceptable to of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Company in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Company by the representations and warranties of Investor Subscriber and the terms authority of this Subscription Agreement. No transfer of the person executing this Agreement may be made without the consent on behalf of the Subscriber (collectively the "Additional Documents"), in addition to these Subscription Documents. (f) The Subscriber understands that the Company has entered into or expects to enter into separate subscription agreements with other investors which are or shall be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Company, . This Agreement and such separate subscription agreements are separate agreements and the sale arrangements between the Company and such other investors are separate sales. The Subscriber also acknowledges that the Company may enter into side letters with certain Members (which may be withheld include the Subscriber) which contain terms different from those in its sole this Agreement or amend and absolute discretionsupplement certain provisions of the Company Agreement as it applies to such Members.

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 ______________, 2020 2022 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ____________________, 2020 2022 (collectively, the “Offering Circular”). 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 terms and conditions hereof, the Subscriber hereby irrevocably subscribes for and agrees tenders this subscription (this “Subscription”) to purchase preferred membership interests in the number of Shares Company (the “Interests”) in the amount set forth on the “Subscription Amount” line on the Subscriber’s applicable 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 PriceSignature Page”) is payable in the manner provided in Section 2(a) below). (b) Investor understands that This Subscription, when and if accepted by the Shares are being offered pursuant Platform under the direction of the Manager, as manager of the Company, will constitute a commitment to contribute to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified Company that portion of the Subscription Amount accepted by the Securities and Exchange Commission Manager (the “SECCommitment”) on ________________, 2020 (collectively, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the in accordance with terms of the Offering Circular. As a resultOperating Agreement of the Company, not all investors will receive their Shares on as the same datemay be further amended from time to time (the “Operating Agreement”), in the form separately furnished to the Subscriber. The Subscriber shall be admitted as a Member in the Company (“Member”) at the time this Subscription is accepted by the Manager and the Subscriber hereby irrevocably agrees to be bound by the Operating Agreement as a Member thereunder and to perform all obligations thereunder, including making contributions to the Company in accordance with the terms thereof. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Company and may not be withdrawn by the Subscriber unless the Manager rejects this Subscription. (c) This subscription The Manager, on behalf of the Company, may be accepted accept or rejected reject this Subscription, in whole or in part, for any reason or for no reasonin its sole discretion. This Subscription shall be deemed to be accepted by the Manager and this Agreement shall be binding against the Manager upon the Manager providing notice to Subscriber of such acceptance. At the Closing, at any time prior the Manager will deliver notice of such Closing to the Termination DateSubscriber within a reasonable time after such Closing. Upon such acceptance, by the Subscriber shall be issued the Interests for which it has subscribed. Failure to deliver a fully-completed and executed Agreement may result in 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 rejecting 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 effectSubscription. (d) The terms Company has the unrestricted right to condition its acceptance of this Subscription Agreement shall be binding the Subscriber’s subscription, in whole or in part, 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 receipt by the Company in advance an instrument in form acceptable to of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Company in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Company by the representations and warranties of Investor Subscriber and the terms authority of this Subscription Agreement. No transfer of the person executing this Agreement may be made without the consent on behalf of the Subscriber (collectively the “Additional Documents”), in addition to these Subscription Documents. (e) The Subscriber understands that the Company has entered into or expects to enter into separate subscription agreements with other investors which are or shall be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Company, . This Agreement and such separate subscription agreements are separate agreements and the sale arrangements between the Company and such other investors are separate sales. The Subscriber also acknowledges that the Manager may enter into side letters with certain Members (which may be withheld include the Subscriber) which contain terms different from those in its sole this Agreement or amend and absolute discretionsupplement certain provisions of the Operating Agreement as it applies to such Members.

Subscription. (a) The Investor Subject to the terms and conditions hereof, the Subscriber hereby irrevocably subscribes tenders this subscription (this “Subscription”) for and agrees to purchase an interest in the number of Shares Fund (a “Fund Interest”) in the amount set forth on the “Subscription Amount” line on the Subscriber’s applicable 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 PriceSignature Page”) is payable in the manner provided in Section 2(a) below). (b) Investor understands that This Subscription, when and if accepted by the Shares are being offered pursuant Manager, as manager of the Fund, will constitute a commitment to contribute to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified Fund that portion of the Subscription Amount accepted by the Securities and Exchange Commission Manager (the “SECCommitment”) on ________________, 2020 (collectively, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the in accordance with terms of the Offering Circular. As a resultOperating Agreement of the Fund, not all investors will receive their Shares on as the same datemay be further amended from time to time (the “Fund Agreement”), in the form separately furnished to the Subscriber. The Subscriber shall be admitted as a Member in the Fund (“Member”) at the time this Subscription is accepted and executed by the Manager and the Subscriber hereby irrevocably agrees to be bound by the Fund Agreement as a Member thereunder and to be bound by all other Subscription Documents and to perform all obligations thereunder, including making contributions to the Fund in accordance with the terms thereof. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and may not be withdrawn by the Subscriber unless the Manager rejects this Subscription. (c) This subscription The Manager, on behalf of the Fund, may be accepted accept or rejected reject this Subscription, in whole or in part, for any reason or for no reason, at any time prior in its sole discretion. This Subscription shall be deemed to be accepted by the Manager and this Agreement shall be binding against the Manager only upon execution and delivery to the Termination Date, by Subscriber of the Company at its sole and absolute discretionAcceptance of Subscription attached hereto. In additionAt the Closing, the CompanyManager will execute the Acceptance of Subscription and deliver notice of such Closing to the Subscriber within a reasonable time after such Closing. Upon such acceptance, at its sole the Subscriber shall be issued the Fund Interest for which it has subscribed. Failure to deliver a fully-completed and absolute discretion, executed Agreement 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 result in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, Fund rejecting this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectSubscription. (d) The terms Fund has the unrestricted right to condition its acceptance of this Subscription Agreement shall be binding the Subscriber’s subscription, in whole or in part, upon Investor the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation, and its permitted transferees, heirs, successors and assigns (collectively, information requested by 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 Fund in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Fund by the representations and warranties of Investor Subscriber and the terms authority of this Subscription Agreement. No transfer of the person executing this Agreement may be made without the consent on behalf of the CompanySubscriber (collectively the “Additional Documents”), in addition to these Subscription Documents. (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or shall be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and such separate subscription agreements are separate agreements and the sale arrangements between the Fund and such other investors are separate sales. The Subscriber also acknowledges that the Manager may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the Fund Agreement as it applies to such Members. (f) Any Subscribers subscribing after the Late Investment Date established by the Company (as defined in the Memorandum) shall pay to the Fund an additional amount equal to simple interest at the Prime Rate as measured by the Wall Street Journal Prime Rate of Interest plus two percent (2%) (the “Additional Amount”), on Subscriber’s Total Commitment, from the date of the Fund’s Initial Closing to the date on which Subscriber’s funds are called by the Manager. Such Additional Amount shall not be withheld treated as a capital contribution or reduce the capital commitment of Subscriber, but will be distributed by Manager to early investors in accordance with percentage of interests held in the Fund as of the Late Investment Date. The Additional Amount may also be referred to as the “Late Investment Fee.” Manager reserves the right, in its sole and absolute discretion, to waive the Late Investment Fee for any single Subscriber on a case-by-case basis.

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 ____________July 15, 2020 2022 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________July 19, 2020 2022 (collectively, the “Offering Circular”). 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. Subject to DIR Contract No. DIR-CPO-4429, and the CLIENT purchasing the User Subscription, the restrictions set forth in this Section and other terms and conditions of this Agreement, MERIDIAN hereby grants to the CLIENT, a non-exclusive, non-transferable right to permit the Authorized Users of the CLIENT to (ai) use such Services; and (ii) display such Services solely for the purpose of exercising CLIENT’s rights and performing CLIENT’s obligations hereunder. The Investor hereby irrevocably subscribes foregoing subscription is subject to DIR Contract No. DIR-CPO- 4429, the restrictions below and the other terms and conditions of this Agreement. Services shall be used during the Subscription Terms solely for the CLIENT’s Internal Business Operations. b. In relation to the Authorized Users, the CLIENT agrees that: i. the maximum number of Authorized Users that it authorizes to access and agrees to purchase use the Services shall not exceed the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, User Subscriptions CLIENT has purchased; ii. CLIENT will not allow any User Subscription to be used by more than one individual Authorized User during an annual subscription term. A license can be reassigned in its entirety upon the terms next annual subscription term to another individual Authorized User, in which case the prior Authorized User shall be flagged inactive and conditions set forth hereinno longer have any right to access or use the Services; iii. The aggregate purchase price for MERIDIAN will monitor the Shares actual number of Authorized Users to ensure compliance with respect to each Investor Item (2)(a)(b) above during the “Purchase Price”) is payable in the manner provided in Section 2(a) belowannual subscription term. (b) Investor understands c. The CLIENT will not intentionally access, store, distribute or transmit any viruses, Trojans or any and all malicious code, or any material during the course of its use of the Services that as outlined below. In the Shares are being offered pursuant event any of the identified items occur, CLIENT will remove and promptly notify MERIDIAN immediately if there is potential harm to the Form 1-A Regulation A Offering Circular dated ____________software. i. is unlawful, 2020 and its exhibits as filed with and qualified by harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; ii. facilitates illegal activity; iii. depicts sexually explicit images; iv. promotes unlawful violence; v. is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; vi. causes damage or injury to any person or property; or vii. infringes on third party intellectual property, copyright or trademark rights. MERIDIAN reserves the Securities and Exchange Commission (the “SEC”) on ________________right, 2020 (collectively, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant without liability to the terms CLIENT, to disable the CLIENT’s access to any material that breaches the provisions of the Offering Circular. As a result, not all investors will receive their Shares on the same datethis clause. (c) This subscription may be accepted d. The CLIENT shall not except to the extent expressly permitted under this Agreement: i. attempt to reproduce, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or rejected distribute, 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 Software and/or Documentation (as applicable) in any form or media or by any means; ii. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Shares that Investor has subscribed for hereunderSoftware; iii. access all or any part of the Services and/or Documentation in order to build a product or service which competes with the Services, Software and/or the Documentation provided by this Agreement; iv. use the Services, and/or Documentation to provide services to third parties; or v. subject to the Assignment Section, license, sublicense, sell, rent, lease, transfer, subcontract, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, and/or Documentation available to any third party except the Authorized Users, or vi. attempt to obtain, or assist third parties in obtaining, access to the Services, and/or Documentation, other than as provided under this clause. e. The Company will notify Investor whether this subscription is accepted (whether CLIENT shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services, and/or the Documentation and, 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 any such unauthorized access or use, promptly notify MERIDIAN. The rights provided under this subscription in its entiretySection are granted to the CLIENT only, and shall not be considered granted to any subsidiary or in the event the sale affiliate 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 effectCLIENT. (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 terms and conditions hereof, the Subscriber hereby irrevocably subscribes for and agrees tenders this subscription (this “Subscription”) to purchase preferred membership interests in the number of Shares Company (the “Interests”) in the amount set forth on the “Subscription Amount” line on the Subscriber’s applicable 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 PriceSignature Page”) is payable in the manner provided in Section 2(a) below). (b) Investor understands that This Subscription, when and if accepted by the Shares are being offered pursuant Platform under the direction of the Manager, as manager of the Company, will constitute a commitment to contribute to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified Company that portion of the Subscription Amount accepted by the Securities and Exchange Commission Manager (the “SECCommitment”) on ________________, 2020 (collectively, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the in accordance with terms of the Offering Circular. As a resultOperating Agreement of the Company, not all investors will receive their Shares on as the same datemay be further amended from time to time (the “Operating Agreement”), in the form separately furnished to the Subscriber. The Subscriber shall be admitted as a Memberin the Company(“Member”) at the time this Subscription is accepted by the Manager and the Subscriber hereby irrevocably agrees to be bound by the Operating Agreement as a Member thereunder and to perform all obligations thereunder, including making contributions to the Company in accordance with the terms thereof. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Company and may not be withdrawn by the Subscriber unless the Manager rejects this Subscription. (c) This subscription The Manager, on behalf of the Company, may be accepted accept or rejected reject this Subscription, in whole or in part, for any reason or for no reasonin its sole discretion. This Subscription shall be deemed to be accepted by the Manager and this Agreement shall be binding against the Manager upon the Manager providing notice to Subscriber of such acceptance. At the Closing, at any time prior the Manager will deliver notice of such Closing to the Termination DateSubscriber within a reasonable time after such Closing. Upon such acceptance, by the Subscriber shall be issued the Interests for which it has subscribed. Failure to deliver a fully-completed and executed Agreement may result in 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 rejecting 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 effectSubscription. (d) The terms Company has the unrestricted right to condition its acceptance of this Subscription Agreement shall be binding the Subscriber’s subscription, in whole or in part, 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 receipt by the Company in advance an instrument in form acceptable to of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Company in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Company by the representations and warranties of Investor Subscriber and the terms authority of this Subscription Agreement. No transfer of the person executing this Agreement may be made without the consent on behalf of the Subscriber (collectively the “Additional Documents”), in addition to these Subscription Documents. (e) The Subscriber understands that the Company has entered into or expects to enter into separate subscription agreements with other investors which are or shall be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Company, . This Agreement and such separate subscription agreements are separateagreements and thesale arrangements between the Company and such other investors are separate sales. The Subscriber also acknowledges that the Manager may enter into side letters with certain Members (which may be withheld include the Subscriber) which contain terms different from those in its sole this Agreement or amend and absolute discretionsupplement certain provisions of the Operating Agreement as it applies to such Members.

Subscription. (a) The Investor hereby irrevocably subscribes for Upon receipt of the Application Monies and agrees the relevant Application Form in accordance with the Placement Memorandum, the Issuer shall issue and allot the relevant Series of Debentures to purchase the number of Shares set forth Original Debentureholder on the signature page hereto at date of receipt of the Per Share Purchase Price, upon Application Monies and record the terms Original Debentureholder as the legal and conditions set forth herein. The aggregate purchase price for beneficial owner of the Shares with respect to each Investor (the “Purchase Price”) is payable Debentures in the manner provided in Section 2(aIssuer's register of debenture holders within 2 (two) belowdays of receipt of the Application Monies. (b) Investor understands that the Shares are being offered pursuant The Original Debentureholder may, by notice to the Form 1Issuer, suspend the right of the Issuer to have the Original Debentureholder subscribe to the Debentures, if the CP Completion Notice is not issued to the Original Debentureholder on or prior to the relevant Cut-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified by off Date or upon the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectivelyoccurrence of a Material Adverse Effect. Upon such cancellation, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant Issuer shall pay to the terms Original Debentureholder all fees and other amounts accrued (whether or not then due and payable) under the Debenture Documents up to the date of the Offering Circular. As a result, not all investors will receive their Shares on the same datesuch cancellation. (c) This subscription The Issuer hereby further agrees and acknowledges that upon receipt of the Application Form and the Application Monies, in each case for Series A Debenture or Series B Debentures, as the case may be, it shall be accepted or rejected bound to issue and allot the relevant Series of Debentures specified in whole or in part, for any reason or for no reason, at any time prior the Application Form 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 effectOriginal Debentureholder. (d) The terms Issuer shall procure that the Deemed Date of Allotment for each Series of Debentures shall be the date on which the Issuer receives the Application Monies with respect to such Series of Debentures. (e) The Application Monies for the Debentures may be received directly by the Issuer through such payment instruments/ payment instructions as specified by the Issuer in the Placement Memorandum. (f) Any collection/ remittance charges in connection with the Application Monies for the Debentures shall be borne entirely by the Issuer. The Issuer 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 Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectivelyDeed, the “Transferees”); providedother Debenture Documents, howeverthe Debentures and any other documents related to this Deed, that for or the other Debenture Documents. For the avoidance of doubt, it is clarified that, the Issuer shall not be required to reimburse and/or pay any such transfer income or capital gain Taxes on behalf of any Debentureholder. (g) In relation to the process of subscription to be deemed effectivefollowed by the Issuer, to the extent applicable, the Transferee shall have executed and delivered Issuer hereby agrees 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 comply with the terms of this Subscription Agreement. No transfer the Operational Circular in relation to the electronic book mechanism for issuance of this Agreement may debt securities on private placement basis. (h) The Original Debentureholder subscribing to any Debentures shall, by signing the Application Form and without any further act or deed, be made without deemed to have irrevocably given its consent to the consent Trustee and its agents and authorized representatives to do, inter alia, all acts, deeds and things necessary in respect of the Company, which may Debentures being offered for subscription under the Placement Memorandum and this Deed. Any subsequent Debentureholder purchasing Debentures from the Original Debentureholder shall be withheld deemed to have irrevocably given such consent to the Trustee and its agents and authorized representatives immediately upon being registered as a Debentureholder in its sole and absolute discretionthe register of Debentureholders maintained in respect of the Debentures.

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 this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to become a Member of the Shares are being offered pursuant Fund and to be bound by all the Form 1-A Regulation A Offering Circular dated ____________terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, 2020 executors, administrators, successors and its exhibits as filed with and qualified assigns of the Purchaser. This subscription is not transferable or assignable by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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 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 this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to become a Member of the Shares are being offered pursuant Fund and to be bound by all the Form 1-A Regulation A Offering Circular dated ____________terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, 2020 executors, administrators, successors and its exhibits as filed with and qualified assigns of the Purchaser. This subscription is not transferable or assignable by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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. 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 ____________Purchaser’s heirs, 2020 executors, administrators, successors and its exhibits as filed with and qualified assigns. This subscription is not transferable or assignable by the Securities and Exchange Commission (the “SEC”) on ________________Purchaser, 2020 (collectively, the “Offering Circular”). 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 dateexcept as is 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. (a) 1.1 The Investor Subscriber hereby irrevocably subscribes for and agrees to purchase the that number of Shares as is set forth on the signature cover page hereto of this Subscription Agreement at the Per price per Class of Share Purchase Priceshown on the cover page of this Subscription Agreement, upon for the aggregate price shown on the cover page of this Subscription Agreement, which is tendered herewith, on the basis of the representations and warranties and subject to 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 ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 this Subscription Agreement (collectively, the “Offering CircularSubscription”). The Company will accept tenders Shares are those described as such in the Offering Memorandum prepared by the Corporation dated March 31, 2017 (the “Offering Memorandum”), as may be amended and restated from time to time. 1.2 The Subscriber acknowledges that the Shares have been offered to the Subscriber as part of funds an offering by the Corporation of additional Shares to purchase other subscribers. 1.3 All dollar amounts referred to in this Subscription Agreement, including the Shares. The Company will close on investments on a “rolling basis,” pursuant schedules, appendices, certificates and attached hereto, are in lawful money of Canada, unless otherwise indicated. 1.4 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Corporation. The Subscriber acknowledges and agrees that this Subscription Agreement and any other documents delivered in connection herewith will be held by or on behalf of the Offering Circular. As a resultCorporation, not all investors and that the aggregate price will receive their Shares be held by or 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 behalf 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 terminateCorporation. In the event of rejection of that this subscription in its entiretySubscription is not accepted by the Corporation for whatever reason, or in which the event Corporation expressly reserves the sale right to do, the Corporation will return the aggregate price to the Subscriber at the address 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, Subscriber as set forth on 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 cover page of this Subscription Agreement, or as otherwise directed by the Subscriber, without interest or deduction. No transfer If this Subscription is accepted only in part, the Subscriber understands that a cheque representing the portion of the aggregate price for that portion of the Subscription that is not accepted will be promptly delivered to the Subscriber at the address of the Subscriber as set forth on the cover page of this Agreement may be made Subscription Agreement, or as otherwise directed by the Subscriber, without the consent of the Company, which may be withheld in its sole and absolute discretioninterest or deduction.

Subscription. (a) The Investor undersigned (“Purchaser”) hereby irrevocably subscribes for to become a Limited Partner in XXXXXX CAPITAL LP, a Delaware limited partnership, (the “Fund”) and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase PriceLimited Partnership units (“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 to each Investor Fund’s Partnership Agreement (the “Purchase PriceFund Agreement”) is payable in ), and the manner provided in Section 2(a) belowOffering Circular dated March 1, 2020, as may be amended from time to time (the “Circular”). (b) Investor understands The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to become a Limited Partner of the Shares are being offered pursuant Fund and to be bound by all the Form 1-A Regulation A Offering Circular dated ____________terms and conditions of the Fund Agreement. This subscription shall be binding on the heirs, 2020 executors, administrators, successors and its exhibits as filed with and qualified assigns of the Purchaser. This subscription is not transferable or assignable by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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 General Partner 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 effectGeneral Partner. (d) The terms Neither the execution nor the acceptance of this Subscription Agreement shall be binding upon Investor constitutes the Purchaser a Limited Partner of the Fund. This is an agreement to purchase the Units on a when issued basis; and its permitted transferees, heirs, successors the Purchaser will become a Limited Partner only when the Purchaser’s funds are transferred to the account of the Fund and assigns (collectivelythe Units 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 Circular, and the Fund 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 Investor Questionnaire to confirm that the Company, which may be withheld Purchaser meets the requirements to invest into the Fund as stipulated in its sole and absolute discretionRegulation A promulgated under the Act.

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 ____________Company at its executive offices in Houston, 2020 and its exhibits as filed with and qualified by Texas. The payment (or, in the Securities and Exchange Commission case of rejection of all or a portion of the undersigned's subscription, the part of the payment relating to such rejected whole or portion) will be returned promptly, without interest, if the undersigned's subscription is rejected in whole or in part. (c) The offering of the Warrants (the “SEC”"OFFERING") will terminate on _________________ (the "TERMINATION DATE") unless extended on one or more occasions at the option of the Company. Upon receipt by the Company of Payment for all Warrants to be purchased by the subscribers whose subscriptions are accepted in whole or in part (each, 2020 (a "PURCHASER" and, collectively, the “Offering Circular”"PURCHASERS"), the Warrants so purchased will be issued in the names of each such Purchaser, and the names and addresses of each such Purchaser will be entered into a register for the Warrants, to be maintained by the Company, as the record owners of Warrants. The Company will accept tenders of funds issue to purchase each Purchaser a certificate representing 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 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 Subject to the terms and conditions of this Agreement, the undersigned hereby irrevocably subscribes for Interests in the Partnership and agrees to purchase make an aggregate Capital Contribution (the number of Shares "Aggregate Capital Contribution") to the Partnership in respect thereof in the amount set forth on the signature page hereto at hereof and agrees to pay such Aggregate Capital Contribution to the Per Share Purchase Price, upon Partnership in accordance with the terms of the Partnership Agreement and conditions set forth hereinthis Agreement. The aggregate purchase price for Upon the Shares with respect execution of this Agreement and the Partnership Agreement, the undersigned is paying to each Investor the Partnership an amount equal to .0001% of the Aggregate Capital Contribution. At the closing of the merger under the Merger Agreement (the “Purchase Price”) is payable in "Closing"), the manner provided in Section 2(aundersigned shall make an additional Capital Contribution to the Partnership of an amount equal to 99.999% of the Aggregate Capital Contribution, less any Capital Contributions made pursuant to paragraph (b) below. (b) Investor understands To the extent that, from time to time prior to the Closing, all Partners are notified that the Shares are being offered Partnership has incurred actual reasonable out-of-pocket expenses (the "Expenses") in connection with (i) obtaining the insurance required by Section 8.8(c) of the Partnership Agreement, (ii) leasing office space for the General Partner, and reasonable overhead expenses in connection therewith, and (iii) payments to unrelated third parties in connection with satisfying the conditions under the financing agreements entered into in connection with the Merger Agreement, the undersigned will make an additional Capital Contribution (an "Expense Capital Contribution") to the Partnership, within five days of such notice, in an amount equal to its pro rata portion (based on the relative actual Capital Contributions of all Partners) of the Expenses, and any such Expense Capital Contribution shall be treated as an advance payment of a portion of the Aggregate Capital Contribution required to be paid at the Closing pursuant to paragraph (a); provided that the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified aggregate Capital Contributions required to be made by all Partners for such Expenses shall in no event exceed $600,000; provided further that in no event shall any such Expense Capital Contribution increase the Securities and Exchange Commission (Aggregate Capital Contribution which the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). The Company will accept tenders of funds undersigned has agreed 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 datemake under this 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 undersigned herewith tenders two signed copies of this Agreement may be made without the consent and an executed signature page of the Company, which may be withheld in its sole and absolute discretionPartnership Agreement.

Subscription. (a) The Investor Subject to the terms and conditions this Agreement, the Subscriber hereby irrevocably subscribes tenders this subscription (this "Subscription") for and agrees to purchase an interest in the number of Shares Fund (a "Interest") in the amount set forth on the "Subscription Amount" line on the Subscriber's applicable signature page hereto (the "Signature Page"). This Subscription, when and if accepted by the Manager of the Fund, will constitute a commitment to contribute to the Fund that portion of the Subscription Amount accepted by the Manager (the "Commitment") in accordance with terms of the Operating Agreement of the Fund, as the same may be further amended from time to time (the "Operating Agreement"), in the form separately furnished to the Subscriber. The Subscriber will be admitted as a Member in the Fund at the Per Share Purchase Pricetime this Subscription is accepted and executed by the Manager, upon and the terms Subscriber hereby irrevocably agrees to be bound by the Operating Agreement as a Member of the Fund and conditions set forth hereinto perform all obligations contained in the Operating Agreement, including making contributions to the Fund. The aggregate purchase price for the Shares This Agreement will become irrevocable with respect to each Investor (the “Purchase Price”) is payable in Subscriber at the manner provided in Section 2(a) below. (b) Investor understands that the Shares are being offered pursuant time of its submission to the Form 1-A Regulation A Offering Circular dated ____________, 2020 Fund and its exhibits as filed with and qualified may not be withdrawn by the Securities and Exchange Commission (Subscriber unless the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”)Manager rejects this Subscription. The Company will accept tenders of funds to purchase the Shares. The Company will close Manager, on investments on a “rolling basis,” pursuant to the terms behalf of the Offering Circular. As a resultFund, not all investors will receive their Shares on the same date. (c) This subscription may be accepted accept or rejected reject this Subscription, in whole or in part, for any reason or for no reason, at any time prior in its sole discretion. This Subscription will be deemed to be accepted by the Manager and this Agreement will be binding against the Manager only upon execution and delivery to the Termination Date, by Subscriber of the Company at its sole and absolute discretionAcceptance of Subscription attached to this Agreement. In additionAt the Closing, the Company, at its sole Manager will execute the Acceptance of Subscription and absolute discretion, may allocate to Investor only a portion deliver notice of the number Closing to the Subscriber within a reasonable time after the Closing. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. Failure to deliver a fully-completed and executed Subscription Agreement may result in the Fund rejecting this Subscription. The Fund has the unrestricted right to condition its acceptance of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether Subscriber's subscription, in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment upon the receipt by the Fund of any additional instruments (or portion thereof if partially rejected) will be returned to Investor without interest including any designations, representations, warranties, covenants), documentation and all of Investor’s obligations hereunder shall terminate. In information requested by 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 Fund in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Fund by the representations and warranties of Investor Subscriber and the terms authority of this Subscription Agreement. No transfer of the person executing this Agreement may be made without the consent on behalf of the CompanySubscriber (collectively the "Additional Documents"), in addition to these Subscription Documents. The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Manager may enter into side letters with certain Members (which may be withheld include the Subscriber) which contain terms different from those in its sole this Agreement or amend and absolute discretionsupplement certain provisions of the Operating Agreement as it applies to such Members.

Subscription. (a) The Investor hereby irrevocably subscribes Subscriber acknowledges and agrees that this and any other subscription (i) is conditioned upon acceptance by the Fund, at which time it becomes irrevocable, unconditional and binding on the part of the Subscriber and (ii) may be rejected in whole or in part by the Fund in its sole discretion (for any reason or for no reason) in any order and at any time prior to the Closing (as defined below). The Subscriber has received and reviewed, and agrees to be bound by, all the terms and provisions of this Subscription Agreement, the Memorandum, the Fund’s bylaws, in the form attached hereto as Appendix C (as amended and/or restated from time to time, the “Bylaws”), the Fund’s Amended and Restated Declaration of Trust, in the form attached hereto as Appendix D (as amended and/or restated from time to time, the “Declaration of Trust”), the Amended and Restated Investment Advisory Agreement by and between FS/KKR Advisor, LLC (the “Adviser”) and the Fund, in the form attached hereto as Appendix E (as amended and/or restated from time to time, the “Advisory Agreement”), and the Administration Agreement by and between the Adviser and the Fund, in the form attached hereto as Appendix F (as amended and/or restated from time to time, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Declaration of Trust and the Advisory Agreement, the “Operative Documents”). (b) The Subscriber agrees to purchase Shares for the number of Shares aggregate purchase price set forth on the signature page hereto at the Per Share Purchase Pricebelow, upon payable under the terms and subject to the conditions set forth herein. The aggregate purchase price minimum initial investment amount for Shares is $2,500, after which additional investments must be in increments of $500, each subject to the Shares with respect discretion of the Fund’s Placement Agents, KKR Capital Markets LLC and FS Investment Solutions, LLC, which are affiliates of the Adviser (including, but not limited to, the discretion to each Investor accept a lower amount). (c) The Fund will file or has filed a registration statement on Form 10 (the “Purchase PriceRegistration Statement”) is payable in for the manner provided in Section 2(a) below. (b) Investor understands that registration of its common stock with the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified by the U.S. Securities and Exchange Commission (the “SEC”) on ________________under the Securities Exchange Act of 1934, 2020 as amended (collectively, the “Offering CircularExchange Act”). 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 Registration Statement 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, offering document pursuant to which the proposed Transferee shall acknowledge Fund is conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained in the Operative Documents, together with reports and agree other documents the Fund may file under the Exchange Act from time to be bound by time, in making its investment decisions. The Fund has entered and expects to enter into separate Subscription Agreements (the representations and warranties of Investor and the terms of “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors either on a capital commitment basis (the “Capital Commitments Issuance Basis”) or for the immediate payment of cash against the immediate delivery of Shares. No transfer This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of this Agreement may Shares to the undersigned and the Other Investors are to be made without the consent of the Company, which may be withheld in its sole and absolute discretionseparate sales.

Subscription. (a) The Investor Subject to the terms and conditions hereof, the Subscriber hereby irrevocably subscribes tenders this subscription (this “Subscription”) for and agrees to purchase units of Class A membership interests in the number of Shares Company (a “Class A Units”) in the amount set forth on the “Subscription Amount” line on the Subscriber’s applicable 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 PriceSignature Page”) is payable in the manner provided in Section 2(a) below). (b) Investor understands that This Subscription, when and if accepted by the Shares are being offered pursuant Company, as manager of the Company, will constitute a commitment to contribute to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified Company that portion of the Subscription Amount accepted by the Securities and Exchange Commission Company (the “SECCommitment”) on ________________, 2020 (collectively, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the in accordance with terms of the Offering Circular. As a resultOperating Agreement of the Company, not all investors will receive their Shares on as the same datemay be further amended from time to time (the “Company Agreement”), in accordance with the Delivery Instructions attached hereto as Exhibit B. The Subscriber shall be admitted as a Member in the Company (“Member”) at the time this Subscription is accepted and executed by the Company and the Subscriber hereby irrevocably agrees to be bound by the Company Agreement as a Member thereunder and to perform all obligations thereunder, including making contributions to the Company in accordance with the terms thereof. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Company and may not be withdrawn by the Subscriber unless the Company rejects this Subscription. (c) This subscription The Managing Member, on behalf of the Company, may be accepted accept or rejected reject this Subscription, in whole or in part, for any reason or for no reason, at any time prior in its sole discretion. This Subscription shall be deemed to the Termination Date, be accepted by the Company at its sole and absolute discretionthis Agreement shall be binding against the Company only upon execution and delivery to the Subscriber of the Acceptance of Subscription attached hereto. In additionAt the Closing, 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 rejectedexecute the Acceptance of Subscription and deliver notice of such Closing to the Subscriber within a reasonable time after such Closing. If Investor’s subscription is rejectedUpon such acceptance, Investor’s payment (or portion thereof if partially rejected) will the Subscriber shall be returned issued the Class A Units for which it has subscribed. Failure to Investor without interest deliver a fully-completed and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or executed Agreement may result in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, Company rejecting this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectSubscription. (d) The terms Company has the unrestricted right to condition its acceptance of this Subscription Agreement shall be binding the Subscriber’s subscription, in whole or in part, 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 receipt by the Company in advance an instrument in form acceptable to of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Company in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Company by the representations and warranties of Investor Subscriber and the terms authority of this Subscription Agreement. No transfer of the person executing this Agreement may be made without the consent on behalf of the Subscriber (collectively the “Additional Documents”), in addition to these Subscription Documents. (e) The Subscriber understands that the Company has entered into or expects to enter into separate subscription agreements with other investors which are or shall be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Company, . This Agreement and such separate subscription agreements are separate agreements and the sale arrangements between the Company and such other investors are separate sales. The Subscriber also acknowledges that the Company may enter into side letters with certain Members (which may be withheld include the Subscriber) which contain terms different from those in its sole this Agreement or amend and absolute discretionsupplement certain provisions of the Company Agreement as it applies to such Members.

Subscription. (a) The Investor undersigned (“Purchaser”) hereby irrevocably subscribes for to become a Limited Partner in APEX REAL ESTATE OPPORTUNITY FUND I, L.P. a Delaware Limited Partnership, (the “Fund”) and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Pricelimited partnership 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 Limited Partnership Agreement (the “Purchase PriceLimited Partnership Agreement”) is payable in ), and the manner provided in Section 2(a) belowConfidential Offering Memorandum dated March 31, 2024, as may be amended from time to time (the “Memorandum”). (b) Investor understands The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to become a Limited Partner of the Shares are being offered pursuant Fund and to be bound by all the Form 1-A Regulation A Offering Circular dated ____________terms and conditions of the Limited Partnership Agreement. This subscription shall be binding on the heirs, 2020 executors, administrators, successors and its exhibits as filed with and qualified assigns of the Purchaser. This subscription is not transferable or assignable by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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 GP 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 effectGP. (d) The terms Neither the execution nor the acceptance of this Subscription Agreement shall be binding upon Investor guarantees that the Purchaser will become a Limited Partner of the Fund. This is an agreement to purchase the Shares on a when issued basis; and its permitted transferees, heirs, successors the Purchaser will become a Limited Partner only when the Purchaser’s funds are transferred to the account of the Fund 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. 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 Limited Partnership Agreement. No transfer The Fund 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 Certain Capitalized terms not defined herein shall have the number of Shares meanings set forth on Exhibit A, attached hereto. (b) Subject to the signature page hereto at terms and conditions hereof, the Per Share Purchase Price, Subscriber hereby irrevocably tenders this subscription (this “Subscription”) for units of Class A membership interests in the Company (a “Class A Units”) by paying the amount agreed upon by the Company and the Subscriber (“Subscription Amount”). The Company is offering the Class A Units pursuant to the Company’s Form 1A and Offering Circular (the “Circular”) and 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 ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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 datetherein. (c) This subscription Subscription, when and if accepted by the Company, as manager of the Company, will constitute a commitment to contribute to the Company that portion of the Subscription Amount accepted by the Company (the “Commitment”) in accordance with terms of the Operating Agreement of the Company, as the same may be further amended from time to time (the “Company Agreement”), in accordance with the Delivery Instructions attached hereto as Exhibit B. The Subscriber shall be admitted as a Member in the Company (“Member”) at the time this Subscription is accepted and executed by the Company and the Subscriber hereby irrevocably agrees to be bound by the Company Agreement as a Member thereunder and to perform all obligations thereunder, including making contributions to the Company in accordance with the terms thereof. (d) The Managing Member, on behalf of the Company, may accept or rejected reject this Subscription, in whole or in part, for any reason or for no reason, at any time prior in its sole discretion. This Subscription shall be deemed to the Termination Date, be accepted by the Company at its sole and absolute discretionthis Agreement shall be binding against the Company only upon the Company accepting the subscription. In additionAt the Closing, the Company, at Subscriber shall be issued the Class A Units for which it has subscribed. (e) The Company has the unrestricted right to condition its sole and absolute discretion, may allocate to Investor only a portion acceptance of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether Subscriber’s subscription, 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 upon 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 receipt by the Company in advance an instrument in form acceptable to of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Company in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Company by the representations and warranties of Investor Subscriber and the terms authority of this Subscription Agreement. No transfer of the person executing this Agreement may be made without the consent on behalf of the Subscriber (collectively the “Additional Documents”), in addition to these Subscription Documents. (f) The Subscriber understands that the Company has entered into or expects to enter into separate subscription agreements with other investors which are or shall be substantially similar in all Subscription Agreement page 1 material respects to this Agreement providing for the admission of such other investors as Members in the Company, . This Agreement and such separate subscription agreements are separate agreements and the sale arrangements between the Company and such other investors are separate sales. The Subscriber also acknowledges that the Company may enter into side letters with certain Members (which may be withheld include the Subscriber) which contain terms different from those in its sole this Agreement or amend and absolute discretionsupplement certain provisions of the Company Agreement as it applies to such Members.

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) belowdated 1/1/2019. (b) Investor understands The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to become a Member of the Shares are being offered pursuant LLC and to be bound by all the Form 1-A Regulation A Offering Circular dated ____________terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, 2020 executors, administrators, successors and its exhibits as filed with and qualified assigns of the Purchaser. This subscription is not transferable or assignable by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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) a. The Investor hereby irrevocably subscribes for Subscriber acknowledges and agrees to purchase the number of Shares set forth that this subscription (i) is irrevocable and binding on the signature page hereto at part of the Per Share Purchase PriceSubscriber, upon the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor (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 ____________, 2020 and its exhibits as filed with and qualified conditioned upon acceptance by the Securities Fund and Exchange Commission (the “SEC”iii) on ________________, 2020 (collectively, the “Offering Circular”). 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 part by the event of rejection of this subscription Fund in its entiretysole discretion at any time. The Subscriber has received and reviewed, or in and agrees to be bound by, all 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 terms and effect. (d) The terms provisions of this Subscription Agreement shall be binding upon Investor and its permitted transfereesAgreement, heirsthe Memorandum, successors and assigns the Fund’s bylaws (collectivelyas amended and/or restated from time to time, the “TransfereesBylaws”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed Fund’s Second Amended and delivered Restated Declaration of Trust (as amended and/or restated from time to time, the “Declaration of Trust”), the Amended and Restated Investment Advisory Agreement by and between FS/KKR Advisor, LLC (the “Adviser”) and the Fund (as amended and/or restated from time to time, the “Advisory Agreement”), and the Administration Agreement by and between the Adviser and the Fund (as amended and/or restated from time to time, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Declaration of Trust and the Advisory Agreement, the “Operative Documents”), each in the form made available to the Company in advance an instrument in form acceptable Subscriber or as otherwise is available to the Company public, free of charge, on the U.S. Securities and Exchange Commission’s (the “SEC”) public XXXXX website. b. The Subscriber agrees to purchase Shares for an aggregate purchase price (in U.S. dollars) equal to its sole discretionCapital Commitment, payable at such times and in such amounts as required by the Fund, under the terms and subject to the conditions set forth herein. The minimum initial investment amount for Shares is $2,500, after which additional investments must be in increments of $500, each subject to the discretion of the Fund’s Placement Agents, KKR Capital Markets LLC and FS Investment Solutions, LLC, which are affiliates of the Adviser (including, but not limited to, the discretion to accept a lower amount). c. The Fund has filed a registration statement on Form 10 (as amended from time to time, the “Registration Statement”) for the registration of its common stock with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Registration Statement is not the offering document pursuant to which the proposed Transferee shall acknowledge Fund is conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained in the Operative Documents, together with reports and agree other documents the Fund may file under the Exchange Act from time to be bound by time, in making its investment decisions. The Fund expects to enter into separate Subscription Agreements (the representations and warranties of Investor and the terms of “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors either on a capital commitment basis or for the immediate payment of cash against the immediate delivery of Shares (the “Immediate Share Issuance Basis”). No transfer This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of this Agreement may Shares to the undersigned and the Other Investors are to be made without the consent of the Company, which may be withheld in its sole and absolute discretionseparate sales.

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 ____________, 2020 2022 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 2022 (collectively, the “Offering Circular”). 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 terms and conditions this Agreement, the Subscriber hereby irrevocably subscribes tenders this subscription (this “Subscription”) for and agrees to purchase an interest in the number of Shares Fund (an “Interest”) in the amount set forth on the “Subscription Amount” line on the Subscriber's applicable 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) belowhereto. (b) Investor understands that This Subscription, when and if accepted by the Shares are being offered pursuant Manager, will constitute a commitment to contribute to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified Fund that portion of the Subscription Amount accepted by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the Manager in accordance with terms of the Offering CircularOperating Agreement, in the form separately furnished to the Subscriber. As The Subscriber will be admitted as a resultMember in the Fund at the time this Subscription is accepted and executed by the Manager, and the Subscriber hereby irrevocably agrees to be bound by the Operating Agreement as a Member and to perform all obligations contained in the Operating Agreement, including making contributions to the Fund. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and may not all investors will receive their Shares on be withdrawn by the same dateSubscriber unless the Manager rejects this Subscription. (c) This subscription The Manager, on behalf of the Fund, may be accepted accept or rejected reject this Subscription, in whole or in part, for any reason or for no reasonin its sole discretion. This Subscription will be deemed to be accepted by the Manager and this Agreement will be binding against the Manager only upon execution of the Acceptance of Subscription attached to this Agreement. At the Closing, at any time prior the Manager will execute the Acceptance of Subscription and deliver notice of the Closing to the Termination Date, by Subscriber within a reasonable time after the Company at its sole and absolute discretionClosing. In additionUpon acceptance, 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) Subscriber will be returned issued the Interest for which it has subscribed. Failure to Investor without interest deliver a fully completed and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or executed Subscription Agreement may result in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, Fund rejecting this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectSubscription. (d) The terms Fund has the unrestricted right to condition its acceptance of this Subscription Agreement shall be binding the Subscriber's subscription, in whole or in part, upon Investor the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and its permitted transferees, heirs, successors and assigns (collectively, information requested by 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 Fund in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Fund by the representations and warranties of Investor Subscriber and the terms authority of this Subscription Agreement. No transfer of the person executing this Agreement may be made without the consent on behalf of the CompanySubscriber (collectively the “Additional Documents”), in addition to these Subscription Documents. (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Manager may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the Operating Agreement as it applies to such Members. (f) The Subscriber will send its Subscription Amounts in U.S. dollars unless otherwise instructed. Subscriber is responsible for any bank fees with respect to its transmittal of funds to the Fund and, if Subscriber sends funds in a currency other than U.S. dollars (unless otherwise instructed), Subscriber will be withheld responsible for any currency conversions fees incurred by the Fund or the Manager in its sole and absolute discretionconverting Subscriber’s funds into U.S. dollars.

Subscription. Subject to the terms and conditions set forth in this subscription agreement (athe "Subscription Agreement") The Investor and the LLC Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase shares of limited liability company interests ("Shares") of the number of Shares Fund. The Subscriber agrees to contribute to the Fund cash, or, if acceptable to the Fund and BBR Partners, LLC, the Fund's investment adviser (the "Adviser" or "BBR"), in-kind securities, in an amount equal to its total investment 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 Information Form (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 ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”"investment"). The Company investment shall be payable in a single installment, and will accept tenders be held in an escrow account at UMB Bank, N.A. prior to a Closing Date and to the acceptance of funds this Agreement, in accordance with the Memorandum and LLC Agreement. The Subscriber acknowledges and agrees that the execution and delivery of this Subscription Agreement by the Subscriber constitutes a binding and irrevocable offer to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms Shares of the Offering Circular. As a resultFund, not all investors will receive their Shares on the same date. (c) This subscription may be and an agreement to hold such offer open until it is either accepted or rejected by the Adviser in its sole discretion. The Subscriber understands that this subscription is not binding on the Adviser or the Fund until accepted by the Adviser, and may be 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 Adviser in its sole and absolute discretion. 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, 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 rejected 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 effecteffect and shall be void ab initio. Unless and until rejected by the Adviser in its entirety, except for Section 5 hereofthis subscription shall, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall to the fullest extent permitted by applicable law, be binding upon and irrevocable by the Subscriber. The Subscriber acknowledges and agrees that if the subscription is accepted, in whole or in part, by the Adviser: (i) the Subscriber will, with no further action required on its part, acquire Shares in and become an Investor in the Fund; and its permitted transferees, heirs, successors and assigns (collectively, ii) 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 Subscriber will be bound by and adhere to, and shall otherwise comply with, all of the representations provisions, terms and warranties of obligations applicable to an Investor as set forth in the LLC Agreement 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 this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to become a Member of the Shares are being offered pursuant Fund and to be bound by all the Form 1-A Regulation A Offering Circular dated ____________terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, 2020 executors, administrators, successors and its exhibits as filed with and qualified assigns of the Purchaser. This subscription is not transferable or assignable by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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 Subscriber acknowledges and agrees that this and any other subscription (i) is conditioned upon acceptance by the Fund, at which time it becomes irrevocable, unconditional and binding on the part of the Subscriber and (ii) may be rejected in whole or in part by the Fund in its sole discretion (for any reason or for no reason) in any order and at any time prior to the Closing (as defined below). The Subscriber has received and reviewed, and agrees to be bound by, all the terms and provisions of this Subscription Agreement, the Memorandum, the Fund’s bylaws (as amended and/or restated from time to time, the “Bylaws”), the Fund’s Amended and Restated Declaration of Trust (as amended and/or restated from time to time, the “Declaration of Trust”), the Investment Advisory Agreement by and between FS/KKR Advisor, LLC (the “Adviser”) and the Fund (as amended and/or restated from time to time, the “Advisory Agreement”), and the Administration Agreement by and between the Adviser and the Fund (as amended and/or restated from time to time, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Declaration of Trust and the Advisory Agreement, the “Operative Documents”), each in the form made available to the Subscriber or as otherwise is available to the public, free of charge, on the U.S. Securities and Exchange Commission’s (the “SEC”) public XXXXX website. (b) The Subscriber irrevocably subscribes for and agrees to purchase Shares for the number of Shares aggregate purchase price set forth below to the Subscriber’s signature on the signature page hereto at Subscriber Signature Page to the Per Share Purchase PriceInvestor Questionnaire (which amount is hereby incorporated by reference into this Subscription Agreement), upon payable under the terms and subject to the 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 ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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 The Subscriber should rely exclusively on information contained in the Operative Documents, together with reports and other documents the Fund may be accepted file under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”) or rejected the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), from time to time, in whole or in partmaking its investment decisions. The Fund has entered and expects to enter into separate Subscription Agreements (the “Other Subscription Agreements” and, 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 additiontogether with this Subscription Agreement, the Company“Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed “Investors”) providing 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 Shares to the Shares (or any portion thereof) to an Investor is not consummated for any reason, this Other Investors. This Subscription Agreement shall have no force or effectand the Other Subscription Agreements are separate agreements, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms the sales of this Subscription Agreement shall be binding upon Investor Shares to the undersigned and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer Other Investors are 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 discretionseparate sales.

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) belowthis Subscription Agreement. (b) Investor understands The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to become a Stockholder and to be bound by all the Shares are being offered pursuant to terms and conditions contained in this Subscription Agreement. This subscription shall be binding on the Form 1-A Regulation A Offering Circular dated ____________heirs, 2020 executors, administrators, successors and its exhibits as filed with and qualified assigns of the Purchaser. This subscription is not transferable or assignable by the Securities Purchaser, except as is provided in the Prospectus and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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 Subscriber acknowledges and agrees that this subscription (i) is irrevocable and binding on the part of the Subscriber, (ii) is conditioned upon acceptance by the Fund and (iii) may be accepted or rejected (for any reason or for no reason) in whole or in part by the Fund in its sole discretion at any time. The Subscriber has received and reviewed, and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Pricebe bound by, upon all the terms and provisions of this Subscription Agreement, the Memorandum, the Fund’s bylaws, in the form attached hereto as Appendix C (as amended and/or restated from time to time, the “Bylaws”), the Fund’s Amended and Restated Declaration of Trust, in the form attached hereto as Appendix D (as amended and/or restated from time to time, the “Declaration of Trust”), the Amended and Restated Investment Advisory Agreement by and between FS/KKR Advisor, LLC (the “Adviser”) and the Fund, in the form attached hereto as Appendix E (as amended and/or restated from time to time, the “Advisory Agreement”), and the Administration Agreement by and between the Adviser and the Fund, in the form attached hereto as Appendix F (as amended and/or restated from time to time, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Declaration of Trust and the Advisory Agreement, the “Operative Documents”). (b) The Subscriber agrees to purchase Shares for an aggregate purchase price (in U.S. dollars) equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund, under the terms and subject to the conditions set forth herein. The aggregate purchase price minimum initial investment amount for Shares is $2,500, after which additional investments must be in increments of $500, each subject to the Shares with respect discretion of the Fund’s Placement Agents, KKR Capital Markets LLC and FS Investment Solutions, LLC, which are affiliates of the Adviser (including, but not limited to, the discretion to each Investor accept a lower amount). (c) The Fund intends to commence operations as an investment company exempt from registration under the U.S. Investment Company Act of 1940, as amended (the “Purchase Price1940 Act”), in reliance on the exemption contained in Section 3(c)(7) thereof, and thereafter intends to elect to be regulated as a business development company (“BDC”) is payable under the 1940 Act, as described in the manner provided in Section 2(a) belowMemorandum. (bd) Investor understands that The Fund will file or has filed a registration statement on Form 10 (the Shares are being offered pursuant to “Registration Statement”) for the Form 1-A Regulation A Offering Circular dated ____________, 2020 and registration of its exhibits as filed common stock with and qualified by the U.S. Securities and Exchange Commission (the “SEC”) on ________________under the Securities Exchange Act of 1934, 2020 as amended (collectively, the “Offering CircularExchange Act”). 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 Registration Statement 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, offering document pursuant to which the proposed Transferee shall acknowledge Fund is conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained in the Operative Documents, together with reports and agree other documents the Fund may file under the Exchange Act from time to be bound by time, in making its investment decisions. The Fund expects to enter into separate Subscription Agreements (the representations and warranties of Investor and the terms of “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors either on a capital commitment basis or for the immediate payment of cash against the immediate delivery of Shares (the “Immediate Share Issuance Basis”). No transfer This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of this Agreement may Shares to the undersigned and the Other Investors are to be made without the consent of the Company, which may be withheld in its sole and absolute discretionseparate sales.

Subscription. (a) The Investor hereby Subscriber acknowledges and agrees that this and any other subscription (i) is conditioned upon acceptance by the Fund, at which time it becomes irrevocable, unconditional and binding on the part of the Subscriber and (ii) may be rejected in whole or in part by the Fund in its sole discretion (for any reason or for no reason) in any order and at any time prior to the Closing (as defined below). The Subscriber has received and reviewed, and agrees to be bound by, all the terms and provisions of this Subscription Agreement, the Memorandum, the Fund’s bylaws, in the form attached hereto as Appendix B (as amended and/or restated from time to time, the “Bylaws”), the Fund’s Second Amended and Restated Declaration of Trust, in the form attached hereto as Appendix C (as amended and/or restated from time to time, the “Declaration of Trust”), the Amended and Restated Investment Advisory Agreement by and between FS/KKR Advisor, LLC (the “Adviser”) and the Fund, in the form attached hereto as Appendix D (as amended and/or restated from time to time, the “Advisory Agreement”), and the Administration Agreement by and between the Adviser and the Fund, in the form attached hereto as Appendix E (as amended and/or restated from time to time, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Declaration of Trust and the Advisory Agreement, the “Operative Documents”). (b) The Subscriber irrevocably subscribes for and agrees to purchase Shares for the number of Shares aggregate purchase price set forth below to the Subscriber’s signature on the signature page hereto at Subscriber Signature Page to the Per Share Purchase PriceInvestor Questionnaire (which amount is hereby incorporated by reference into this Subscription Agreement), upon payable under the terms and subject to the conditions set forth herein. The aggregate purchase price minimum initial investment amount for Shares is $2,500, after which additional investments must be in increments of $500, each subject to the Shares with respect discretion of the Fund’s Placement Agents, KKR Capital Markets LLC and FS Investment Solutions, LLC, which are affiliates of the Adviser (including, but not limited to, the discretion to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) belowaccept a lower amount). (bc) Investor understands that The Fund has filed a registration statement on Form 10 (as amended from time to time, the Shares are being offered pursuant to “Registration Statement”) for the Form 1-A Regulation A Offering Circular dated ____________, 2020 and registration of its exhibits as filed common stock with and qualified by the U.S. Securities and Exchange Commission (the “SEC”) on ________________under the Securities Exchange Act of 1934, 2020 as amended (collectively, the “Offering CircularExchange Act”). 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 Registration Statement 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, offering document pursuant to which the proposed Transferee shall acknowledge Fund is conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained in the Operative Documents, together with reports and agree other documents the Fund may file under the Exchange Act from time to be bound by time, in making its investment decisions. The Fund has entered and expects to enter into separate Subscription Agreements (the representations and warranties of Investor and the terms of “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors either on a capital commitment basis (the “Capital Commitments Issuance Basis”) or for the immediate payment of cash against the immediate delivery of Shares. No transfer This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of this Agreement may Shares to the undersigned and the Other Investors are to be made without the consent of the Company, which may be withheld in its sole and absolute discretionseparate sales.

Subscription. (a) The Investor undersigned (the “Purchaser”) hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on Units inserted in the signature page hereto at Signature Page below (minimum subscription $5,000) in XXXXXXXX NATURALS CORP. (the Per Share Purchase Price“Company”), upon a Federal corporation, for the aggregate price inserted in the Signature Page, all in accordance with the terms and conditions set forth herein. The aggregate purchase price for of this Subscription Agreement and the Shares with respect Exhibits attached hereto and made a part hereof, as the same may be amended or supplemented from time to each Investor (time, including 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 ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 Exhibits thereto (collectively, the “Offering CircularDocuments”). The Company will accept tenders of funds to purchase the SharesPurchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated or revoked. The Purchaser agrees to become a shareholder of the Company will close on investments on if the Company, in its sole and absolute discretion, accepts any portion of this subscription, upon, and assuming, the Closing of the Acquisition, as to which there is no assurance. This subscription is not transferable or assignable by the Purchaser. (b) This subscription may be rejected as a “rolling basis,” pursuant whole or in part by the Company in its sole and absolute discretion. If this subscription is rejected, the Purchaser’s funds shall be returned to the terms extent of the Offering Circularsuch rejection, without interest, charge or deduction. As a result, not all investors will receive their Shares This subscription shall be binding on the same dateCompany only upon acceptance by the Company and to the extent of such acceptance. Until the Purchaser’s subscription is accepted or returned, the Purchasers’ subscription will be held in an Escrow Account, as set forth above. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior is an Agreement to purchase the Units on an if and when issued basis; and the Purchaser will become a Shareholder only when the Purchaser’s funds are transferred to the Termination Date, by operating account of 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 after all other procedural requirements 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 offering of the Shares (or any portion thereofthis “Offering”) 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 effectbeen completed. (d) The Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement shall be binding and the any Offering Documents. The Company will rely 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 information provided by the representations and warranties of Investor Purchaser in this Subscription Agreement and the terms Appendix, to confirm that the Purchaser is an “accredited investor” as defined in Rule 501(a) of this Subscription Agreement. No transfer of this Agreement may be made without Regulation D promulgated under the consent of the Company, which may be withheld in its sole and absolute discretionAct.

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) belowdated 1/1/2016. (b) Investor understands The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to become a Member of the Shares are being offered pursuant LLC and to be bound by all the Form 1-A Regulation A Offering Circular dated ____________terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, 2020 executors, administrators, successors and its exhibits as filed with and qualified assigns of the Purchaser. This subscription is not transferable or assignable by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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 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 ____________, 2020 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 2019 (collectively, the “Offering Circular”). 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 ____________July 15, 2020 2022 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________July 18, 2020 2022 (collectively, the “Offering Circular”). 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 Upon receipt of the Application Monies and agrees the Application Form in accordance with the Offer Documents, the Issuer shall issue and allot the Debentures to purchase the number of Shares set forth Original Debentureholder on the signature page hereto at date of receipt of the Per Share Purchase Price, upon Application Monies and record the terms Original Debentureholder as the legal and conditions set forth herein. The aggregate purchase price for beneficial owner of the Shares with respect to each Investor (the “Purchase Price”) is payable Debentures in the manner provided in Section 2(aIssuer's register of debenture holders within 2 (two) belowdays of receipt of the Application Monies. (b) Investor understands that the Shares are being offered pursuant The Original Debentureholder may, by notice to the Form 1-A Regulation A Offering Circular dated ____________Issuer, 2020 and its exhibits as filed with and qualified by suspend the Securities and Exchange Commission (right of the “SEC”) Issuer to have the Original Debentureholder subscribe to the Debentures, if the CP Completion Notice is not issued to the Original Debentureholder on ________________, 2020 (collectivelyor prior to the Cut- off Date or upon the occurrence of a Material Adverse Effect. Upon such cancellation, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant Issuer shall pay to the terms Original Debentureholder all fees and other amounts accrued (whether or not then due and payable) under the Debenture Documents up to the date of the Offering Circular. As a result, not all investors will receive their Shares on the same datesuch cancellation. (c) This subscription may The Issuer hereby further agrees and acknowledges that upon receipt of the Application Form and the Application Monies, it shall be accepted or rejected bound to issue and allot the Debentures specified in whole or in part, for any reason or for no reason, at any time prior the Application Form 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 effectOriginal Debentureholder. (d) The terms Issuer shall procure that the Deemed Date of Allotment for such Debentures shall be the date on which the Issuer receives the Application Monies with respect to such Debentures. (e) The Application Monies for the Debentures may be received directly by the Issuer through such payment instruments/ payment instructions as specified by the Issuer in the Offer Documents. (f) Any collection/ remittance charges in connection with the Application Monies for the Debentures shall be borne entirely by the Issuer. The Issuer 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 Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectivelyDeed, the “Transferees”); providedother Debenture Documents, howeverthe Debentures and any other documents related to this Deed, that for or the other Debenture Documents. For the avoidance of doubt, it is clarified that, the Company shall not be required to reimburse and/or pay any such transfer income or capital gain Taxes on behalf of any Debentureholder. (g) In relation to the process of subscription to be deemed effectivefollowed by the Issuer, to the extent applicable, the Transferee shall have executed and delivered Issuer hereby agrees 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 comply with the terms of this Subscription Agreement. No transfer the EBB Circular in relation to the electronic book mechanism for issuance of this Agreement may debt securities on private placement basis. (h) The Original Debentureholder subscribing to any Debentures shall, by signing the Application Form and without any further act or deed, be made without deemed to have irrevocably given its consent to the consent Trustee and its agents and authorized representatives to do, inter alia, all acts, deeds and things necessary in respect of the Company, which may Debentures being offered for subscription under the Offer Documents and this Deed. Any subsequent Debentureholder purchasing Debentures from the Original Debentureholder shall be withheld deemed to have irrevocably given such consent to the Trustee and its agents and authorized representatives immediately upon being registered as a Debentureholder in its sole and absolute discretionthe register of Debentureholders maintained in respect of the Debentures.

Subscription. (a) The Investor hereby Subscriber acknowledges and agrees that this subscription (i) is irrevocable on the part of the Subscriber, (ii) is conditioned upon acceptance by the relevant Company or Companies and (iii) may be accepted or rejected in whole or in part by the relevant Company or Companies in its or their sole discretion at any time. The Subscriber agrees to be bound by all the terms and provisions of this Subscription Agreement, each applicable Memorandum, each Company’s bylaws, in the form attached hereto as Appendix B (as amended and restated from time to time, the “Bylaws”), the Certificate of Incorporation of each Company, in the form attached hereto as Appendix C (as amended and restated from time to time, the “Charter”), each Investment Advisory Agreement by and between LS BDC Adviser, LLC (the “Adviser”) and each Company, in the form attached hereto as Appendix D (as amended, the “Advisory Agreement”), and each Administration Agreement by and between each Company and LS Administration, LLC (the “Administrator”), in the form attached hereto as Appendix E (as amended, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, the “Operative Documents”). (b) In reliance upon the representations and warranties contained in this Subscription Agreement, you irrevocably subscribes subscribe for and agrees agree to purchase the number of Shares set forth Shares, on the signature page hereto at terms and conditions described in this Subscription Agreement and in the Per Share Purchase PriceOperative Documents, upon for an aggregate purchase price equal to the portion of your requested Commitment to each Company that is accepted by each such Company under the terms and conditions set forth herein. The aggregate You agree to fund a capital contribution to purchase price for Shares (up to the Shares with respect to amount of your Undrawn Commitment, as defined below) each Investor time each such Company delivers a drawdown notice (the “Purchase PriceDrawdown Notice”) to you, which notice shall be delivered in respect of such Commitment at least 10 business days (as defined in Rule 14d-1 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”) (“Business Days”)) prior to the required funding date (each, a “Drawdown Date,” which, for the avoidance of doubt, excludes any Catch-Up Date (as defined below)). New Shares shall be issued on each Drawdown Date or Catch-Up Date, in respect of the applicable drawdown. The minimum Commitment is payable in $1,000,000.00, subject to the manner provided in Section 2(a) belowdiscretion of the Company to accept a lower amount. (bc) Investor understands that the Shares are being offered pursuant The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase Price or Catch-Up Purchase Price (as defined below) (or portion thereof), as applicable, identified in each Drawdown Notice. (d) Each relevant Company shall file or has filed a registration statement on Form 1-A Regulation A Offering Circular dated ____________10 (as amended from time to time, 2020 and the “Registration Statement”) for the registration of its exhibits as filed common stock with and qualified by the U.S. Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, under the “Offering Circular”)Exchange Act. The Company will accept tenders of funds to purchase Registration Statements are not 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, offering documents pursuant to which the proposed Transferee shall acknowledge and agree Companies are conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained or incorporated by reference in the Memorandum, together with reports the Companies may file under the Exchange Act from time to be bound by time, in making its investment decisions. The Companies have entered into or expects to enter into separate Subscription Agreements (the representations and warranties of Investor and the terms of “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the sale of Shares to the Other Investors. No transfer This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of this Agreement may Shares to the undersigned and the Other Investors are to be made without the consent of the Company, which may be withheld in its sole and absolute discretionseparate sales.

Subscription. (a) The Investor Subject to the terms and conditions this Agreement, the Subscriber hereby irrevocably subscribes tenders this subscription (this “Subscription”) for and agrees to purchase an interest in the number of Shares Fund (a “Interest”) in the amount set forth on the “Subscription Amount” line on the Subscriber’s applicable 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 PriceSignature Page”) is payable in the manner provided in Section 2(a) below). (b) Investor understands that This Subscription, when and if accepted by the Shares are being offered pursuant General Partner of the Fund, will constitute a commitment to contribute to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified Fund that portion of the Subscription Amount accepted by the Securities and Exchange Commission General Partner (the “SECCommitment”) on ________________, 2020 (collectively, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the in accordance with terms of the Offering Circular. As a resultLimited Partnership Agreement of the Fund, not all investors will receive their Shares on as the same datemay be further amended from time to time (the “Limited Partnership Agreement”), in the form separately furnished to the Subscriber. The Subscriber will be admitted as a Limited Partner in the Fund at the time this Subscription is accepted and executed by the General Partner, and the Subscriber hereby irrevocably agrees to be bound by the Limited Partnership Agreement as a Limited Partner of the Fund and to perform all obligations contained in the Limited Partnership Agreement, including making contributions to the Fund. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and may not be withdrawn by the Subscriber unless the General Partner rejects this Subscription. (c) This subscription The General Partner, on behalf of the Fund, may be accepted accept or rejected reject this Subscription, in whole or in part, for any reason or for no reason, at any time prior in its sole discretion. This Subscription will be deemed to be accepted by the General Partner and this Agreement will be binding against the General Partner only upon execution and delivery to the Termination Date, by Subscriber of the Company at its sole and absolute discretionAcceptance of Subscription attached to this Agreement. In additionAt the Closing, the Company, at its sole General Partner will execute the Acceptance of Subscription and absolute discretion, may allocate to Investor only a portion deliver notice of the number of Closing to the Shares that Investor has subscribed for hereunderSubscriber within a reasonable time after the Closing. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejectedUpon acceptance, Investor’s payment (or portion thereof if partially rejected) the Subscriber will be returned issued the Interest for which it has subscribed. Failure to Investor without interest deliver a fully-completed and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or executed Subscription Agreement may result in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, Fund rejecting this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectSubscription. (d) The terms General Partner has the unrestricted right to condition its acceptance of this Subscription Agreement shall be binding the Subscriber’s subscription, in whole or in part, upon Investor the receipt by the General Partner of any additional instruments (including any designations, representations, warranties, covenants), documentation and its permitted transferees, heirs, successors and assigns (collectively, information requested by 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 Fund in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Fund by the representations Subscriber (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Limited Partners in the Fund. This Agreement and warranties of Investor other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the General Partner may enter into side letters with certain Limited Partners (which may include the Subscriber) which contain terms of this Subscription Agreement. No transfer of different from those in this Agreement may be made without the consent or amend and supplement certain provisions of the Company, which may be withheld in its sole and absolute discretionLimited Partnership Agreement as it applies to such Limited Partners.

Subscription. The undersigned (athe undersigned and each person for whose account the undersigned is purchasing securities of the Issuer, the “Investor”) The Investor hereby irrevocably subscribes for and agrees to purchase Subordinated Notes due 2025 (the number “Subscribed Securities”) to be issued by JMP Credit Advisors CLO III Ltd., an exempted company with limited liability incorporated under the laws of Shares the Cayman Islands (the “Issuer”) which are to be offered by BNP Paribas Securities Corp., in its capacity as initial purchaser of the Subscribed Securities (the “Initial Purchaser”), in the aggregate principal amount and for the aggregate purchase price set forth on the signature page hereto at hereof, which purchase by the Per Share Purchase Price, upon Investor will be made on the terms and conditions set forth herein. The aggregate purchase price for the Shares with respect to each Investor Closing Date (the “Purchase Price”) is payable as defined in the manner provided in Section 2(a) below. (b) Investor understands that the Shares are being offered pursuant final offering circular relating to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified by the Subscribed Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”)). The Company will accept tenders of funds Subscribed Securities are to purchase be issued by the Shares. The Company will close on investments on a “rolling basis,” Issuer pursuant to the Indenture dated as of the Closing Date (the “Indenture”) among the Issuer, JMP Credit Advisors CLO III LLC, as co-issuer (the “Co-Issuer” and together with the Issuer, the “Co-Issuers”), and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms of used and not defined herein have the respective meanings specified in the Offering Circular. As a resultThe Investor acknowledges that this subscription (i) is irrevocable, not all investors will receive their Shares on (ii) is conditioned upon acceptance by the same date. Issuer, the Initial Purchaser, the registrar under the Indenture (cthe “Registrar”) This subscription and the Trustee and 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, 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 Initial Purchaser in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound (iii) will expire if not accepted by the representations Initial Purchaser on or prior to the Closing Date and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent (iv) is subject only to delivery of the Company, which may be withheld in its sole and absolute discretionOffering Circular to the Investor.

Subscription. (a) The Investor undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Units (the number “Securities”), of Shares set forth on CalTier Fund I, LP, a Delaware Limited Partnership (the signature page hereto “Company”), at a purchase price of $5 per Unit (the “Per Share Purchase Security Price”), upon the terms and conditions set forth herein. The aggregate purchase price minimum subscription is $500 for U.S. Persons and $5,000 for non-U.S. Persons. The rights and preferences of the Shares Units are as set forth in Limited Partnership Agreement of the Company filed as an exhibit to the Offering Statement of the Company filed with respect to each Investor the SEC (the “Purchase PriceOffering Statement”) is payable in the manner provided in Section 2(a) below). (b) Investor Subscriber understands that the Shares Securities are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission an offering circular (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). The Company will accept tenders of funds to purchase ) filed with the Shares. The Company will close on investments on a “rolling basis,” pursuant to the terms SEC as part of the Offering CircularStatement (SEC File No. As 024-12056), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. It is a result, not all investors will receive their Shares on condition of the same dateCompany’s acceptance of this subscription that Subscriber becomes a party to the Limited Partnership Agreement. (c) This By subscribing to the Offering and executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Investor is so purchasing) hereby joins as a party that is designated (a) as a Limited Partner under Article 3 of the Limited Partnership Agreement filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Limited Partnership Agreement”). Any notice required or permitted to be given to the Subscriber under the Limited Partnership Agreement shall be given to Subscriber at the address provided with the Subscriber’s subscription. Subscriber confirms that Subscriber has reviewed the Limited Partnership Agreement and will be bound by the terms thereof as a party who is designated as a “Limited Partner” under the Limited Partnership Agreement. (d) The Subscriber’s subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Datea Closing Date (as hereinafter defined), by the Company at its sole and absolute discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole 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. (e) The aggregate number of Securities sold shall not exceed 14,400,000 (the “Maximum Offering”). 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 this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (f) 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 Subscriber, intending to be legally bound, applies to purchase Units in and become a member (“Member”) of Fund, for the number of Shares subscription amount set forth in the Agreement Signature Pages (“Commitment”), 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 described in this Agreement, in the manner provided Memorandum and in Section 2(a) below. (b) Investor the Operating Agreement. Subscriber understands and agrees that Managing Member reserves the Shares are being offered pursuant right to the Form 1-A Regulation A Offering Circular dated ____________reject this Agreement, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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, and at any time prior to its acceptance. If the Termination Agreement is rejected, the subscription amount will be returned promptly to Subscriber, without interest, and this Agreement will have no further force or effect. Admission of Subscriber as a Member of Fund will occur only upon the Initial Closing Date, as defined in the Memorandum. Subscriber acknowledges and agrees that by its execution of this Agreement, and upon acceptance by Managing Member, it will become a party to the Company at its sole Operating Agreement and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate expressly agrees to Investor only a portion each term of the number of the Shares that Investor has subscribed for hereunderOperating Agreement. The Company will notify Investor whether this Subscriber acknowledges and agrees that, if Subscriber’s subscription to purchase such Units (“Subscription”) is accepted (whether by Fund in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) Subscriber will be returned a party to Investor without interest the Operating Agreement and all a Member of Investor’s obligations hereunder shall terminateFund. In This Subscription will be deemed accepted by Managing Member, and this Agreement will be binding on Managing Member only upon execution and delivery to Subscriber of the event Acceptance of rejection Subscription attached to this Agreement. At the closing of the sale and purchase of Units of Fund (“Closing”), Managing Member will execute the Acceptance of Subscription and deliver notice of the Closing to Subscriber within a reasonable time after the Closing. Upon acceptance, Subscriber will be issued the Units for which it has subscribed. Failure to deliver a fully completed and executed Agreement may result in the Fund rejecting this subscription Subscription. Fund has the unrestricted right to condition its acceptance of the Subscription, in its entirety, whole or in part, upon the event the sale receipt by Fund of the Shares any additional instruments (or including any portion thereof) to an Investor is not consummated for any reasondesignations, this Subscription Agreement shall have no force or effectrepresentations, except for Section 5 hereofwarranties, which shall remain in full force covenants), documentation 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 information requested by Fund in its sole discretion, pursuant including an opinion of Subscriber’s counsel, evidencing the legality of an investment in Fund by Subscriber and the authority of the person executing this Agreement on behalf of Subscriber. Subscriber understands that Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the proposed Transferee shall acknowledge admission of such other investors as Members of Fund. This Agreement and agree other separate subscription agreements are separate agreements, and the sale arrangements between Fund and other investors are separate sales. Subscriber also acknowledges that Managing Member may enter into side letters with certain Members (which may include Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the Operating Agreement as it applies to such Members. Subscriber acknowledges and agrees that, except as may be bound provided under applicable state securities laws, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements or the power of attorney of Subscriber upon acceptance by Managing Member. Subscriber also acknowledges and agrees that this Agreement and such agreements and power of attorney will survive: any changes in the transaction, documents and instruments from the description provided in the Memorandum which in the aggregate are not material or which are contemplated by the representations and warranties of Investor Memorandum; and the subsequent death, disability, incapacity, and incompetence, termination, bankruptcy, insolvency or dissolution (as applicable) of Subscriber, provided that if Managing Member does not accept this Subscription Agreement or a Closing, this Agreement, all agreements and the power of attorney of Subscriber will be cancelled and this Subscription Agreement and the subscription amount will be returned to Subscriber without interest. Subscriber acknowledges and agrees that payment of the Commitment and Subscription Fee in good funds must be received by Fund prior to the Closing or such earlier date as may be set by Fund from time to time for the applicable offering, which Subscriber’s financial advisor will facilitate. Subscriber agrees not to offer, sell, transfer, pledge, hypothecate or otherwise dispose of, directly or indirectly, all or any part of the Units or any interest therein, except in accordance with the terms and provisions of the Operating Agreement and applicable law. Subscriber acknowledges and agrees that the distribution of this Subscription Agreement. No transfer , the Operating Agreement, or any other materials in connection with the Units does not constitute an offer to sell or the solicitation of this Agreement an offer to buy in any state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction and that such distribution and the offer and sale of the Units in certain jurisdictions may be made without restricted by law. Subscriber acknowledges and agrees that no Member or other person holding Units acquired from a Member will have the consent right to require Fund to redeem those Units or any portion of the Company, which may be withheld in its sole and absolute discretionthem.

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 ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on AMOUNT OF INVESTMENT: $____________________________________ (a) The undersigned (the “Purchaser”) hereby subscribes to become a holder (“Noteholder”) of promissory notes in CF FUND II, 2020 LLC, a Pennsylvania limited liability company (collectivelythe “Company”), and to purchase through his, her or its investment the amount of promissory notes (“Promissory Notes”) as indicated above, all in accordance with the terms and conditions of this Subscription Agreement, the Promissory Notes, the Articles of Organization (the “Articles”), and the Offering Circular (the “Offering Circular”). (b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Company will accept tenders of funds Purchaser agrees to purchase the Shares. The Company will close on investments on become a “rolling basis,” pursuant Noteholder and to be bound by all the terms and conditions of the Offering CircularPromissory Notes. As a result, not all investors will receive their Shares This subscription shall be binding on the same dateheirs, 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 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 Subject to the terms and conditions this Agreement, the Subscriber hereby irrevocably subscribes tenders this subscription (this "Subscription") for and agrees to purchase an interest in the number of Shares Fund (an "Interest") in the amount set forth on the "Subscription Amount" line on the Subscriber's applicable 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) belowhereto. (b) Investor understands that This Subscription, when and if accepted by the Shares are being offered pursuant Manager, will constitute a commitment to contribute to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified Fund that portion of the Subscription Amount accepted by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the Manager in accordance with terms of the Offering CircularOperating Agreement, in the form separately furnished to the Subscriber. As The Subscriber will be admitted as a resultMember in the Fund at the time this Subscription is accepted and executed by the Manager, and the Subscriber hereby irrevocably agrees to be bound by the Operating Agreement as a Member and to perform all obligations contained in the Operating Agreement, including making contributions to the Fund. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and may not all investors will receive their Shares on be withdrawn by the same dateSubscriber unless the Manager rejects this Subscription. (c) This subscription The Manager, on behalf of the Fund, may be accepted accept or rejected reject this Subscription, in whole or in part, for any reason or for no reasonin its sole discretion. This Subscription will be deemed to be accepted by the Manager and this Agreement will be binding against the Manager only upon execution of the Acceptance of Subscription attached to this Agreement. At the Closing, at any time prior the Manager will execute the Acceptance of Subscription and deliver notice of the Closing to the Termination Date, by Subscriber within a reasonable time after the Company at its sole and absolute discretionClosing. In additionUpon acceptance, 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) Subscriber will be returned issued the Interest for which it has subscribed. Failure to Investor without interest deliver a fully completed and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or executed Subscription Agreement may result in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, Fund rejecting this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectSubscription. (d) The terms Fund has the unrestricted right to condition its acceptance of this Subscription Agreement shall be binding the Subscriber's subscription, in whole or in part, upon Investor the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and its permitted transferees, heirs, successors and assigns (collectively, information requested by 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 Fund in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Fund by the representations and warranties of Investor Subscriber and the terms authority of this Subscription Agreement. No transfer of the person executing this Agreement may be made without the consent on behalf of the CompanySubscriber (collectively the "Additional Documents"), in addition to these Subscription Documents. (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Manager may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the Operating Agreement as it applies to such Members. (f) The Subscriber will send its Subscription Amounts in U.S. dollars unless otherwise instructed. Subscriber is responsible for any bank fees with respect to its transmittal of funds to the Fund and, if Subscriber sends funds in a currency other than U.S. dollars (unless otherwise instructed), Subscriber will be withheld responsible for any currency conversions fees incurred by the Fund or the Manager in its sole and absolute discretionconverting Subscriber's funds into U.S. dollars.

Subscription. (a) The Investor undersigned (“Purchaser”) hereby irrevocably subscribes for to become a Member in DLP INCOME & GROWTH FUND I, LLC, a Pennsylvania 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) belowPrivate Placement Memorandum dated January 1, 2017, as amended (the “Memorandum”). (b) Investor understands The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to become a Member of the Shares are being offered pursuant LLC and to be bound by all the Form 1-A Regulation A Offering Circular dated ____________terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, 2020 executors, administrators, successors and its exhibits as filed with and qualified assigns of the Purchaser. This subscription is not transferable or assignable by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). 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 Subject to the terms and conditions this Agreement, the Subscriber hereby irrevocably subscribes tenders this subscription (this "Subscription") for and agrees to purchase an interest in the number of Shares Fund (a "Interest") in the amount set forth on the "Subscription Amount" line on the Subscriber's applicable 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"Signature Page"). (b) Investor understands that This Subscription, when and if accepted by the Shares are being offered pursuant Manager of the Fund, will constitute a commitment to contribute to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified Fund that portion of the Subscription Amount accepted by the Securities and Exchange Commission Manager (the “SEC”"Commitment") on ________________, 2020 (collectively, the “Offering Circular”). The Company will accept tenders of funds to purchase the Shares. The Company will close on investments on a “rolling basis,” pursuant to the in accordance with terms of the Offering Circular. As a resultOperating Agreement of the Fund, not all investors will receive their Shares on as the same datemay be further amended from time to time (the "Operating Agreement"), in the form separately furnished to the Subscriber. The Subscriber will be admitted as a Member in the Fund at the time this Subscription is accepted and executed by the Manager, and the Subscriber hereby irrevocably agrees to be bound by the Operating Agreement as a Member of the Fund and to perform all obligations contained in the Operating Agreement, including making contributions to the Fund. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and may not be withdrawn by the Subscriber unless the Manager rejects this Subscription. (c) This subscription The Manager, on behalf of the Fund, may be accepted accept or rejected reject this Subscription, in whole or in part, for any reason or for no reason, at any time prior in its sole discretion. This Subscription will be deemed to be accepted by the Manager and this Agreement will be binding against the Manager only upon execution and delivery to the Termination Date, by Subscriber of the Company at its sole and absolute discretionAcceptance of Subscription attached to this Agreement. In additionAt the Closing, the Company, at its sole Manager will execute the Acceptance of Subscription and absolute discretion, may allocate to Investor only a portion deliver notice of the number of Closing to the Shares that Investor has subscribed for hereunderSubscriber within a reasonable time after the Closing. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejectedUpon acceptance, Investor’s payment (or portion thereof if partially rejected) the Subscriber will be returned issued the Interest for which it has subscribed. Failure to Investor without interest deliver a fully-completed and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or executed Subscription Agreement may result in the event the sale of the Shares (or any portion thereof) to an Investor is not consummated for any reason, Fund rejecting this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectSubscription. (d) The terms Fund has the unrestricted right to condition its acceptance of this Subscription Agreement shall be binding the Subscriber's subscription, in whole or in part, upon Investor the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and its permitted transferees, heirs, successors and assigns (collectively, information requested by 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 Fund in its sole discretion, pursuant including an opinion of counsel to which the proposed Transferee shall acknowledge and agree to be bound Subscriber, evidencing the legality of an investment in the Fund by the representations and warranties of Investor Subscriber and the terms authority of this Subscription Agreement. No transfer of the person executing this Agreement may be made without the consent on behalf of the CompanySubscriber (collectively the "Additional Documents"), in addition to these Subscription Documents. (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Manager may enter into side letters with certain Members (which may be withheld include the Subscriber) which contain terms different from those in its sole this Agreement or amend and absolute discretionsupplement certain provisions of the Operating Agreement as it applies to such Members.