Common use of Subscription Clause in Contracts

Subscription. a. Subject to Section 1(d), the Investor hereby irrevocably subscribes for and agrees to purchase from ARYA the number of Shares set forth on the signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein. The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the Investor’s subscription for the Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d), the Investor 1.1 The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Preferred Stock (the number “Securities”), of Shares Hoop Street Center I Corporation, an Arizona Corporation (the “Company”), and at a purchase price of $50 per share (the Per Security Price”), upon the terms and conditions set forth on the signature page of herein. The minimum subscription is $50. The Preferred Stock being subscribed for under this Subscription Agreement on and the terms Common Stock (“Common Stock”) issuable upon conversion of the Preferred Stock are also referred to as the “Securities.” The rights and subject preferences of the Preferred Stock are as set forth in Certificate of Incorporation included as Exhibit ___ to the conditions provided for hereinOffering Statement of the Company filed with the SEC (the “Offering Statement”). 1.2 Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. 1.3 The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to its acceptanceSubscriber-only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest, and all of Subscriber’s obligations hereunder shall terminate. 1.4 The aggregate number of Securities sold shall not exceed 1,000,000 (the same shall be deemed “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to be accepted by ARYA only when sell the Maximum Offering (the “Termination Date”). 1.5 In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement is signed by a duly authorized person by shall have no force or on behalf effect, except for Section 5 hereof, which shall remain in force and effect. 1.6 The terms of ARYAthis Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domesticationprovided that for any such transfer to be deemed effective, the Shares that will be purchased by the Investor Transferee shall have executed and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior delivered to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in advance an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is instrument in a form and substance reasonably satisfactory acceptable to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8its sole discretion, 2020 (pursuant to which the “Initial Pre-Closing Series A Financing”)proposed Transferee shall be acknowledged, and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constituteagree, and be deemed to bebound by the representations and warranties of Subscriber, a Pre-Closing Series A Financing. For purposes terms of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on B2Digital, Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.0064 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 600,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares BEAR VILLAGE, INC., a Wyoming Corporation (the “Company”), at a purchase price of $5 per share (the “Per Security Price”), upon the terms and conditions set forth on the signature page of herein. The minimum subscription is $500. The Common Stock being subscribed for under this Subscription Agreement on (“Common Stock” also referred to as the terms “Securities”). The rights and subject preferences of the Common Stock are as set forth in Amended and Restated Certificate of Incorporation included as Exhibit 2.1 to the conditions provided for hereinOffering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [____________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of timehereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 10,000,000 (the “Pre-Closing Series A Financing PeriodMaximum Offering”). The Company may accept subscriptions until [______________], the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from unless otherwise extended by the Company in exchange its sole discretion in accordance with applicable SEC regulations for cash such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in an aggregate amount its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth inbe deemed effective, the Pre-Closing Series A Purchase Agreement Transferee shall have executed and any related acknowledgement agreement that is delivered to the Company in advance an instrument in a form and substance reasonably satisfactory acceptable to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8its sole discretion, 2020 (pursuant to which the “Initial Pre-Closing Series A Financing”)proposed Transferee shall be acknowledge, and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constituteagree, and be deemed to bebound by the representations and warranties of Subscriber, a Pre-Closing Series A Financing. For purposes terms of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on MC Endeavors, Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.____ per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 1,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Square Chain Corp., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.____ per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 1,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Class A Non Voting Common Stock (the number “Securities”), of Shares set forth on OBSIDIAN PRIME INC, a California corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $____ per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 75,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d)Purchaser hereby subscribes for, the Investor hereby irrevocably subscribes for and agrees to purchase from ARYA ------------ the number of Shares shares of Series D Preferred Stock ("Series D Stock") of JetFax, Inc. (The "Company") and/or Series E Preferred Stock of the Company ("Series E Stock") as set forth in the space provided on the signature page below for the above-referenced purchase price; provided that such subscription cannot exceed the maximum number of shares offered as set forth above. The Series D Stock and Series E Stock being subscribed for hereby is herein referred to as the "Stock." In the event this Subscription Agreement subscription is accepted by the Company, Purchaser shall also be entitled to the warrants and options described in footnotes 91) and(2) above on the such terms and subject to the conditions provided for in such amounts as described herein. The Investor acknowledges undersigned hereby tender this Subscription and agrees that ARYA reserves Stock Purchase Agreement (the "Agreement") with a personal or bank check in the amount of the aggregate subscription amount payable to the order of "JetFax, Inc." The Company shall have the right to accept or reject the Investor’s subscription for the Shares for any reason or for no reasonthis subscription, in whole or in part, at any time prior to its acceptance, and the same this subscription shall be deemed to be accepted by ARYA the Company only when by execution of this Subscription Agreement Agreement. No subscription will be accepted unless and until the proposed transaction with Ailicec California Corporation is signed by a duly authorized person by or on behalf substantially consummated, which, assuming certain stockholder proposals are adopted, is expected to occur shortly after the 1991 Annual Meeting of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result Stockholders of the DomesticationCompany scheduled for August 9, 1991. Any check tendered as payment for the subscription amount for the Stock shall not be negotiated by the Company unless and until this subscription is accepted by the Company. In the event his subscription is not accepted, the Shares that check will be purchased by promptly returned to the Investor and issued by ARYA pursuant hereto undersigned. This subscription shall be shares irrevocable and shall survive death, disability, dissolution, liquidation or bankruptcy of common stock in a Delaware corporation (Purchaser, subject, however, to all of the terms, provisions and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Class B Common Stock (the number “Securities”), of Shares set forth on Hylete, Inc., a California corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $1.25 per share of Class B Common Stock (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor rights of the Class B Common Stock are as set forth in Third Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated __________, 2017 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and agrees that ARYA reserves Offering Statement, including exhibits thereto, and any other information required by the right Subscriber to accept or reject the Investormake an investment decision. (c) The Subscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of timehereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 5,000,000 (the “Pre-Closing Series A Financing PeriodMaximum Offering”). The Company may accept subscriptions until [DATE], the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from unless otherwise extended by the Company in exchange its sole discretion in accordance with applicable SEC regulations for cash such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in an aggregate amount its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth inbe deemed effective, the Pre-Closing Series A Purchase Agreement Transferee shall have executed and any related acknowledgement agreement that is delivered to the Company in advance an instrument in a form and substance reasonably satisfactory acceptable to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8its sole discretion, 2020 (pursuant to which the “Initial Pre-Closing Series A Financing”)proposed Transferee shall acknowledge, and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constituteagree, and be deemed to be, a Pre-Closing Series A Financing. For purposes bound by the representations and warranties of Subscriber and terms of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on BrewBilt Manufacturing, Inc., a Florida corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.001 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 15,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Starstream Entertainment, Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.01 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 300,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Nitches, Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.005 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 900,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the 1. The Investor hereby irrevocably subscribes for and agrees to purchase from ARYA the number of Shares Units in the Company as set forth on the signature page Signature Page to this Agreement at a purchase price per Unit set forth on such Signature Page. The Investor tenders herewith the purchase price of the Units subscribed for as set forth on the Signature Page to this Subscription Agreement in the form of a check payable to the order of “Mxxxx Law Firm Trust Account f/b/o MOJO” or a transfer wire to the Escrow Agent as set forth in the Wire Instructions attached as Exhibit E to the Memorandum. 2. The Company shall use the net proceeds of this Subscription Agreement on as described in the terms and subject to the conditions provided for hereinMemorandum. 3. The Investor understands and hereby acknowledges and agrees that ARYA reserves the right to accept or reject the that: a. The Investor’s subscription for the Shares Units may be accepted or rejected in whole or part by the Company in its sole and absolute discretion. b. This subscription is and shall be irrevocable once delivered to the Company except that the Investor shall have no obligations hereunder in the event that this subscription is rejected or the Offering is terminated by the Company. c. The Units and Securities have not been registered under the Securities Act and the Securities, when issued, will be deemed to be “restricted securities” under Rule 144 promulgated under the Securities Act and will bear a customary Rule 144 legend. There is no obligation for the Company to register the Securities. The Securities may not be sold, transferred or assigned in the absence of an effective registration statement for such Securities under the Securities Act or an opinion of counsel, in form, substance and scope, is received by the Company, to its satisfaction, that registration is not required under the Securities Act or unless sold pursuant to Rule 144 promulgated under the Securities Act. d. The Securities and Exchange Commission has not reviewed or passed upon the accuracy or adequacy of the Offering Materials. No state securities law administrator has passed on or endorsed the merits of the Offering or the accuracy or the adequacy of the Offering Materials. Any representation to the contrary is unlawful. e. No minimum amount of Units need be sold by the Company. Upon acceptance of the subscription by the Company, the proceeds from the sale of the Units will be made immediately available to the Company and will be utilized by the Company as determined by its Board of Directors and subject to change. f. It is intended that the Units will be made available only to “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The Units are being offered pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws for non-public offerings. Such exemptions limit the number and types of investors to which the Offering will be made and restrict subsequent transfers of the interests. g. The Offering Materials do not constitute an offer or solicitation by anyone in any reason jurisdiction in which such an offer or for no reasonsolicitation is not authorized. In addition, this Agreement constitutes an offer only if a name and identification number appear in the appropriate spaces provided on the cover page of the Agreement and constitutes an offer only to the person whose name appears thereon. Any reproduction or distribution of the Offering Materials in whole or in part, at or the divulgence of any time of their contents, without the prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities written consent of the Company, a “Pre-Closing Series A Financing”)is prohibited. Assuming, in Any person acting contrary to the case of ARYA, that the representation foregoing restrictions may place himself and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash violation of federal or state securities laws. h. In deciding whether to purchase Units, the Investor must conduct and rely on July 8, 2020 (its own evaluation of the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA Company and the terms of the Offering, including the merits and risks involved in making an investment decision with respect to the Securities. Prospective investors should not construe the contents of the Offering Materials or any prior or subsequent communications from the Company, or any professional associated with the Offering, as legal or tax advice. The Investor acknowledge should consult his/her own tax counsel, accountant or business advisor, respectively, as to legal, tax and agree that related matters concerning its purchase of the Initial Pre-Closing Series A Financing Units. i. The Company shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes use the net proceeds of this Subscription Agreementfor general working capital purposes. j. Except as otherwise indicated, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary Agreement speaks as of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for thereof. Neither the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess delivery of the Subscription AmountAgreement nor any sale made hereunder shall, (B) under any circumstances, create any implication that there has been no change in the “Pre-Closing Series A Shares” means, collectively, all affairs of the Company Series A Common Shares and after the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)date hereof.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Aureus, Inc. Corp., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.015 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 38,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Class B Common Stock (the number “Securities”), of Shares set forth on Hylete, Inc., a California corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $1.75 per share of Class B Common Stock (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor rights of the Class B Common Stock are as set forth in Third Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _______ (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and agrees that ARYA reserves Offering Statement, including exhibits thereto, and any other information required by the right Subscriber to accept or reject the Investormake an investment decision. (c) The Subscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of timehereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 2,000,000 (the “Pre-Closing Series A Financing PeriodMaximum Offering”). The Company may accept subscriptions until _________, the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from unless otherwise extended by the Company in exchange its sole discretion in accordance with applicable SEC regulations for cash such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in an aggregate amount its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth inbe deemed effective, the Pre-Closing Series A Purchase Agreement Transferee shall have executed and any related acknowledgement agreement that is delivered to the Company in advance an instrument in a form and substance reasonably satisfactory acceptable to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8its sole discretion, 2020 (pursuant to which the “Initial Pre-Closing Series A Financing”)proposed Transferee shall acknowledge, and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constituteagree, and be deemed to be, a Pre-Closing Series A Financing. For purposes bound by the representations and warranties of Subscriber and terms of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”) of Shares set forth on Growth Stalk Holdings Corp, an Oklahoma corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.20 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that the Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 25,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on GME Innotainment, Inc., a Florida corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.001 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 3,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d(1) Commencing on the date of closing of the transactions contemplated by the Subscription Agreement (the "Closing Date"), the Investor hereby irrevocably subscribes for and agrees subject to purchase from ARYA the number of Shares set forth on the signature page of this Subscription Agreement on such transactions closing in accordance with the terms and subject to the conditions provided for herein. The Investor acknowledges contained in the Subscription Agreement, if Xxxxxxx proposes or becomes obligated to issue Common Shares or other voting, participating or equity shares in the capital of Xxxxxxx, or proposed to transfer any Common Shares that have been repurchased from the open market and agrees that ARYA reserves held under Xxxxxxx’x brokerage account or otherwise held under Xxxxxxx’x name (if any) (collectively, the "Voting Shares"), or any securities convertible into Voting Shares or entitling the holder thereof to acquire Voting Shares (collectively, the "Convertible Securities") (each such issuance of Voting Shares or Convertible Securities, an "Issue"), Weichai shall have the right but not the obligation to accept subscribe, either directly or reject through its designated Affiliates, for additional Voting Shares or Convertible Securities, as applicable (the Investor’s subscription for "Anti-dilution Right") as follows: (a) in the case of an Issue of Voting Shares, that number of Voting Shares for any reason or for no reasonsuch that the ratio after the Issue, in whole or in partassuming full exercise of the Anti-dilution Right, at any time of (i) the aggregate number of Voting Shares held by Weichai and/or its designated Affiliate (as the case may be) and Voting Shares into which Convertible Securities held by Weichai and/or its designated Affiliate (as the case may be) are convertible, to (ii) the aggregate number of outstanding Voting Shares and Voting Shares into which outstanding Convertible Securities are convertible, shall be the same as the lesser of: (A) the corresponding ratio immediately prior to the Issue; and (B) the corresponding ratio immediately following the Placement; and (b) in the case of an Issue of Convertible Securities, that number of Convertible Securities such that the ratio after the Issue, assuming full exercise of the Anti-dilution Right, of (i) the aggregate number of Voting Shares held by Weichai and/or its acceptancedesignated Affiliate (as the case may be) and Voting Shares into which Convertible Securities held by Weichai and/or its designated Affiliate (as the case may be) are convertible, to (ii) the aggregate number of outstanding Voting Shares and Voting Shares into which outstanding Convertible Securities are convertible, shall be the same shall be deemed as the lesser of: (A) the corresponding ratio immediately prior to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYAthe Issue; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of (B) the Domestication, corresponding ratio immediately following the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company)Placement. b. Between July 7, 2020 and (2) Xxxxxxx shall make commercially reasonable best efforts to provide a Notice (the date that is three "1st Issue Notice") to Weichai in writing of an Issue no less than twenty (320) Business Days prior to the Closing Date (as defined below) (such period public announcement of time, the “Pre-Closing Series A Financing Period”), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, Issue setting out (i) ARYA acknowledges an estimate of the number of Voting Shares or Convertible Securities to be issued, (ii) the preliminary terms and agrees that the Investor purchased Company Series A Common conditions of any Voting Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”)or Convertible Securities to be issued, and (iii) the range of the subscription price per Voting Share or Convertible Security to be issued, as applicable. (3) Xxxxxxx shall make commercially reasonable best efforts to provide a Notice (the "2nd Issue Notice") to Weichai in writing of an Issue no less than five (5) Business Days prior to public announcement of an Issue setting out (i) the number of Voting Shares or Convertible Securities to be issued, (ii) each the material terms and conditions of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and any Voting Shares or Convertible Securities to be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020issued, and (yiii) if the Closing has not occurred on subscription price per Voting Share or before Convertible Security to be issued, as applicable. (4) If Weichai (and/or its designated Affiliate, as the 30case may be) exercises the Anti-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020dilution Right in accordance with Section 3.2, the Pre-Closing Funding Cap subscription price at which Voting Shares or Convertible Securities, as applicable, will be issued by Xxxxxxx to Weichai (and/or its designated Affiliate (as the case may be)) pursuant to such exercise shall be an amount in cash equal to $49,000,000the price for which each Voting Share or Convertible Security, and as applicable, is issued by Xxxxxxx in connection with the Issue. (5) If Xxxxxxx issues Voting Shares for non-cash consideration or if Xxxxxxx enters into a merger agreement or business combination agreement resulting in a combined company, provided that the equityholders of Xxxxxxx immediately prior to such transaction hold a majority of the outstanding shares of Xxxxxxx or of the combined company immediately following such transaction, Weichai (and/or its designated Affiliate (as the case may be)) shall be entitled to exercise the Anti-dilution Right following completion of such transaction in order to permit Weichai and/or its designated Affiliate (as the case may be) to acquire Voting Shares or voting or equity shares or securities convertible into voting or equity shares of the combined company so as to achieve the same percentage holdings that Weichai beneficially held in Xxxxxxx prior to such transaction, at an issue price equal to the volume weighted average trading price of such securities for the 30five (5) trading days before completion by Xxxxxxx of such non-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding cash transaction or merger or business combination. (6) Notwithstanding anything to the contrary contained herein, "Convertible Securities" shall not include incentive or compensation securities granted to directors, officers, employees or consultants of Xxxxxxx or its subsidiaries in no event shall accordance with the terms of Xxxxxxx'x security-based compensation arrangements (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing"Incentive Securities").

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Boatim, Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.12 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 41,666,667 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Integrity Health Corporation, a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.0001 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 5,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on B2Digital, Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.04 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 390,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA the number Company’s Series A 10% Convertible Preferred Stock (the “Securities” or “Series A”), of Shares set forth on LGX Energy Corp., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $4.00 per share of Series A (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 10,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Dryworld Brands Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.03 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 173,730,950 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (1) The undersigned hereby irrevocably subscribes for and agrees to purchase from ARYA the number aggregate principal amount of Shares set forth the Notes indicated on the signature page of this Subscription Agreement on hereto (and to enter into the terms and subject Royalty Agreement) for a purchase price equal to the conditions provided for hereinsuch aggregate principal amount. The Investor acknowledges and agrees that ARYA reserves undersigned encloses herewith a check payable to "Celerity Systems, Inc." (or has made payment by wire transfer of funds in accordance with instructions from the right to accept or reject Company) in the Investor’s subscription for the Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result full amount of the Domestication, purchase price of the Shares that will be purchased by Notes for which the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation undersigned is subscribing (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company"Payment"). b. Between July 7(2) The undersigned understands that all Payments by check as provided in paragraph 1 above shall be delivered to the Company and, 2020 thereafter, each such Payment will be deposited as soon as practicable in a segregated bank account maintained by the Company for the benefit of the undersigned and the date that other subscribers in the Offering. If the undersigned's subscription is three (3) Business Days prior to rejected, or if the Closing Date (as defined below) (such period of timeOffering is withdrawn or terminated, the “Pre-Closing Series A Financing Period”), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap Payment (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assumingor, in the case of ARYA, that the representation and warranty rejection of a portion of the Investor set forth undersigned's subscription, the part of the Payment relating to such rejected portion) will be returned promptly, without interest, on the basis described in Section 6(rthe Memorandum. The Company expects to hold an initial closing of the Offering (the "Initial Closing") at any time after subscriptions for a minimum of $400,000 aggregate principal amount of Notes have been accepted, to occur no later than the final closing date (the "Final Closing Date"), which is true expected to occur on or before November 27, 1998, unless extended by the Company in its sole discretion for up to 30 additional days, on the basis described in the Memorandum. The Company may hold additional interim closings after the Initial Closing. Any such interim closing, together with the Initial Closing are each hereinafter referred to as an "Interim Closing" and correct in shall occur on one or more dates each hereinafter referred to as an "Interim Closing Date." Upon receipt by the Company of the requisite payment for all respectsNotes to be purchased by the subscribers whose subscriptions are accepted (each, a "Purchaser") at any Interim Closing and on the Final Closing Date, the Notes so purchased will be issued to each such Purchaser, and the name of such Purchaser will be registered on the books of the Company as the record owner of the Notes. (i3) ARYA The undersigned hereby acknowledges receipt of a copy of the Memorandum, and hereby agrees to be bound thereby upon the execution and delivery to the Company of the signature page to the undersigned's completed questionnaire (if applicable) submitted by the undersigned (the "Questionnaire") and this Subscription Agreement. (4) The undersigned agrees that the Investor purchased Company Series A Common Shares may, in its sole and Company Series A-1 Preferred Shares from absolute discretion, reduce the undersigned's subscription to any aggregate principal amount of Notes in an integral multiple of $50,000 that does not exceed the aggregate principal amount of the Notes hereby applied for without any prior notice to or further consent by the undersigned. The undersigned hereby irrevocably constitutes and appoints the Company in exchange for $25,000,000 in cash on July 8and each officer of the Company, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA the foregoing acting singly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of the Investor acknowledge undersigned, with full power and agree that authority in the Initial Pre-Closing Series A Financing shall constituteundersigned's name, place and be deemed stead, to be, a Pre-Closing Series A Financing. For purposes of amend this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; providedRoyalty Agreement and the Questionnaire, that (x) if including in each case the Closing has not occurred on or before September 15undersigned's signature page thereto, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess effect any of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence foregoing provisions of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)paragraph 4.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Class A Common Stock (the number “Securities”), of Shares set forth on Aqua Quest International, Inc., a Florida corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $1.50 per share of Class A Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 2,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on GME Innotainment, Inc., a Florida corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.001 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 10,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Class A Common Stock (the number “Securities”), of Shares set forth on Atomic Studios, Inc., a Wyoming corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $5.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 10,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Sky440, Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.00005 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Atomic Studios, Inc., a Wyoming corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.0001 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 15,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA the number of Shares of Common Stock (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) set forth out on the signature page hereto, at a purchase price of this Subscription Agreement on $1 per share (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and agrees that ARYA reserves any other information required by the right Subscriber to accept make an investment decision. (c) This Subscription may be accepted or reject the Investor’s subscription for the Shares for any reason or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Pre-Closing Series A FinancingMaximum Offering”). AssumingThe Company may accept subscriptions until ___________, in the case of ARYA2017, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Grow Solutions Holdings, Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.03 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 100,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned ("Subscriber") hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number "Securities"), of Shares set forth on Las Vegas Railway Express, Inc., a Nevada corporation (the signature page "Company"), at a purchase price of this Subscription Agreement on $0.001 per share of Common Stock (the "Per Security Price"), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein"Offering Circular") filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept Subscriber's subscription may be accepted or reject the Investor’s subscription for the Shares for any reason or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a “Pre-Closing Series A Financing”portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber's subscription is rejected, Subscriber's payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber's obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 5,000,000,000 shares (the "Maximum Offering"). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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"). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on DNA BRANDS Inc., a Colorado corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on Five Cents / Share ($0.05) per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed Two Hundred Million shares (200,000,000) (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Quantum Medical Transport, Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.0001 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 2,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d)(a) By executing and delivering this Agreement, the Investor undersigned hereby irrevocably subscribes for the Shares described in the Purchase Agreement and agrees to purchase from ARYA the number of Shares set forth opposite the undersigned’s name on the signature page hereto. In connection with determining the undersigned’s status as an Accredited Investor for any filing with any federal or state securities commission, the undersigned further agrees to execute and deliver to Excel Trust any other documents reasonably requested by Excel Trust to substantiate satisfaction by the undersigned of this Subscription Agreement on the terms and subject conditions established for investors to be issued the conditions provided for hereinShares and any other documents required by any federal or state securities commission or by Excel Trust. The Investor acknowledges number of Shares subscribed for shall be determined in accordance with the provisions of Section 3(d) of the Purchase Agreement. (b) Upon receipt of the executed and agrees that ARYA reserves completed Subscription Package from the right undersigned (together with all attachments and information required to be provided herewith), Excel Trust shall either accept or reject the Investorundersigned’s subscription for the Shares for any reason or for no reason, described herein. Excel Trust may accept the subscription in whole or (but not in part) in its sole discretion. If Excel Trust indicates its acceptance of the subscription by executing and delivering to the undersigned a form of acceptance (in the form attached hereto), at any time prior to its acceptancethe undersigned shall thereby become a common stockholder in Excel Trust, and shall thereupon be issued the same Shares described herein (in each case, as of the date set forth in such acceptance). If the undersigned’s subscription is rejected, Excel Trust shall be deemed to be accepted by ARYA only when forthwith return this Subscription Agreement Package to the undersigned. In any event, and without limitation to any other provision in these Subscription Package, it is signed by a duly authorized person by or on behalf acknowledged and agreed that the issuance of ARYA; ARYA may do so any Shares to the undersigned as contemplated hereunder shall also be contingent upon the closing the transactions described in counterpart formthe Purchase Agreement, upon the terms and conditions set forth therein. The Investor Additionally, the undersigned acknowledges and agrees that, as a result pursuant to Section 3(d) of the DomesticationPurchase Agreement, the Operating Partnership may elect to pay the entire purchase price in the form of cash, in which case, the Shares that contemplated by this Agreement will not be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior undersigned shall have no right to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and receive any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on CancerVax, Inc., a Nevada Corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $2.00 per share of Common Stock (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor minimum subscription is $400. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [___________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and agrees that ARYA reserves Offering Statement including exhibits thereto and any other information required by the right Subscriber to accept or reject the Investormake an investment decision. (c) The Subscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of timehereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 6,500,000 shares of Common Stock (the “Pre-Closing Series A Financing PeriodMaximum Offering”), which includes up to 1,500,000 additional shares of Common Stock eligible to be issued as Bonus Shares (as defined in the Investor Offering Circular). The Company may purchaseaccept subscriptions until [_______________], in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from unless otherwise extended by the Company in exchange its sole discretion in accordance with applicable SEC regulations for cash in an aggregate amount not such other period required to exceed sell the Pre-Closing Series A Financing Cap Maximum Offering (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A FinancingTermination Date”). AssumingThe Company may elect at any time to close all or any portion of this offering, in on various dates at or prior to the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, Termination Date (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the each a “Initial Pre-Closing Series A FinancingDate”), and such Closing Dates will occur on a rolling basis. (iie) each In the event of ARYA rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Investor acknowledge Transferee shall have executed and agree that delivered to the Initial Pre-Closing Series A Financing Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall constitutebe acknowledge, agree, and be deemed to bebound by the representations and warranties of Subscriber, a Pre-Closing Series A Financing. For purposes terms of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Canamed4pets, Inc. Corp., a Wyoming corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.0015 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 2,000,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Rodedawg International Industries, Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.025 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 100,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Preferred Stock (the number “Securities”), of Shares XX Xxxx, Inc., a California Corporation (the “Company”), and at a purchase price of $0.20 per share (the Per Security Price”), upon the terms and conditions set forth on the signature page of herein. The minimum subscription is $0.20. The Common Stock being subscribed for under this Subscription Agreement on are referred to as the terms “Securities.” Subscriber understands that the Securities are being offered pursuant to an offering circular dated March 26, 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and subject Offering Statement including exhibits thereto and any other information required by the Subscriber to the conditions provided for hereinmake an investment decision. The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to its acceptanceSubscriber-only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest, and all of Subscriber’s obligations hereunder shall terminate. The aggregate number of Securities sold shall not exceed 5,000,000 (the same shall be deemed “Maximum Offering”). The Company may accept subscriptions until [______________], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to be accepted by ARYA only when sell the Maximum Offering (the “Termination Date”). In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement is signed by a duly authorized person by shall have no force or on behalf of ARYA; ARYA may do so effect, except for Section 5 hereof, which shall remain in counterpart formforce and effect. The Investor acknowledges terms of this Subscription Agreement shall be binding upon Subscriber and agrees thatits transferees, as a result of the Domesticationheirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Shares that will be purchased by the Investor Transferee shall have executed and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior delivered to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in advance an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is instrument in a form and substance reasonably satisfactory acceptable to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8its sole discretion, 2020 (pursuant to which the “Initial Pre-Closing Series A Financing”)proposed Transferee shall be acknowledged, and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constituteagree, and be deemed to bebound by the representations and warranties of Subscriber, a Pre-Closing Series A Financing. For purposes terms of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Growth Stalk Holdings Corp., an Oklahoma corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $1.00 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 5,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on TriplePulse Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.36 per share of Common Stock (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor rights of the Common Stock are as set forth in the Second Amended and Restated Certificate of Incorporation of the Company as amended from time to time (the “Restated Certificate”), filed as Exhibit 2.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated March 15, 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and agrees that ARYA reserves Offering Statement, including exhibits thereto, and any other information required by the right Subscriber to accept or reject the Investormake an investment decision. (c) The Subscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 10,972,223 (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, in The Company may accept subscriptions until the case of ARYA, that the representation and warranty termination of the Investor set forth in Section 6(r) is true and correct in all respectsOffering, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Principal Solar, Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.10 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 100,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Baseline Productions, Inc., a Wyoming corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.001 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 1,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Signature Devices, Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.001 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 5,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Valiant Eagle, Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.005 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 2,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on GD Entertainment & Technology, Inc., a New Jersey corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.005 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 1,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. (a) Subject to Section 1(d)the terms and conditions hereof, the Investor Company agrees to sell to the Subscriber, and the Subscriber hereby irrevocably subscribes for for, and agrees to purchase from ARYA the number of Shares Company, a Note in the principal amount set forth opposite the Subscriber’s signature at the end of this Agreement (the “Subscription Amount”). The Subscriber understands that the Company may reject the Subscriber’s subscription in its sole discretion, and that the Company may accept the subscription for a Note in a lesser principal amount than was subscribed for. This Agreement is not binding on the signature page of this Subscription Agreement on Company until it is countersigned by the terms and Company, and, whether or not countersigned by the Company, is specifically subject to the conditions provided for hereinprovisions of Section 8 hereof. Except as required under law, subsequent to delivery of the subscription funds and this Agreement to the Company or its designee, this subscription shall be irrevocable. The Investor Subscriber acknowledges that the Company will incur certain costs and agrees that ARYA reserves undertake other actions in reliance on such irrevocability. (b) Concurrently with the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance, execution and the same shall be deemed to be accepted by ARYA only when delivery of this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the DomesticationAgreement, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that Subscriber is three (3) Business Days prior delivering to the Closing Date Escrow Agent (as defined below) (such period by bank or other good check in lawful funds of timethe United States, or by wire transfer, the Subscription Amount. Such funds shall be held in a non-interest bearing escrow account until the closing for such subscription is held, the rejection of the subscription, or the termination the Offering, whichever is earlier, pursuant to an escrow agreement by and among Interwest Transfer Company, as escrow agent (the “Pre-Closing Series A Financing PeriodEscrow Agent”), the Investor may purchaseCompany, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap Placement Agent (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase a copy of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) which is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 attached hereto as Exhibit F (the “Initial Pre-Closing Series A FinancingEscrow Agreement”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on B2Digital, Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.01 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 600,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor The Subscriber ("Subscriber") hereby irrevocably subscribes for and agrees to purchase from ARYA Shares of Supernova Energy, Inc., a Nevada corporation (the number “Company"), at a purchase price of Shares set forth on $0.005 per Share of Common Stock (the signature page of this Subscription Agreement on "Purchase Price"), upon the terms and subject to the conditions provided for set forth herein. The Investor acknowledges and agrees . b. Subscriber understands that ARYA reserves the right to accept or reject the Investor’s subscription for the Shares for are being offered pursuant to an offering circular (the "Offering Circular") filed with the Securities and Exchange Commission (the “SEC”) as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any reason other information required by the Subscriber to make an investment decision. c. The Subscriber's subscription may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, in the “Pre-Closing Series A Financing Period”Offering Circular), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a “Pre-Closing Series A Financing”portion of the number of the Shares for which Subscriber has subscribed. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber's subscription is rejected, Subscriber's payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber's obligations hereunder shall terminate. d. The aggregate number of Shares shall not exceed 2,000,000,000 shares (the "Maximum Offering"). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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"). e. The Company shall have the right to accept or reject any subscription, in whole or in part. Upon receipt and acceptance by our Board of Directors of this subscription agreement and subscription amount noted below, we shall immediately instruct the transfer agent of Record to issue your shares. Subscribers will have rights of shareholders when our board of directors approves the acceptance of the Pre-Closing Series A Financings (including, for subscription and the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect issuance of the Initial Pre-Closing Series A Financing)Subscribers’ shares. An acknowledgment of the acceptance of your subscription will be returned to you promptly after acceptance.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on EGPI Firecreek, Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.016 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 1,250,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Ethema Health Corporation, a Colorado corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $00.0012 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 4,166,666,666 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on TriplePulse Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.36 per share of Common Stock (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor rights of the Common Stock are as set forth in the Second Amended and Restated Certificate of Incorporation of the Company as amended from time to time (the “Restated Certificate”), filed as Exhibit 2.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated September 29, 2020 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and agrees that ARYA reserves Offering Statement, including exhibits thereto, and any other information required by the right Subscriber to accept or reject the Investormake an investment decision. (c) The Subscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 10,972,223 (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, in The Company may accept subscriptions until the case of ARYA, that the representation and warranty termination of the Investor set forth in Section 6(r) is true and correct in all respectsOffering, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Crednology Holding Corporation, a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.001 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 5,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on GD Entertainment & Technology, Inc., a New Jersey corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.0005 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 4,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA the number Non-Voting Common Stock (the “Securities”), of Shares set forth on EdenLedger, Inc. (dba FanVestor), a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $3.00 per share (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor minimum subscription is $300. The rights of the Non-Voting Common Stock are as set forth in the Amended and Restated Certificate of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated February [_], 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and agrees that ARYA reserves Offering Statement including exhibits thereto and any other information required by the right Subscriber to accept or reject the Investormake an investment decision. (c) The Subscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 3,333,33 (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased The Company Series A Common Shares and Company Series A-1 Preferred Shares may accept subscriptions until three years from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased qualification by the Investor as provided in the first sentence of this Section 1(b) (includingSEC, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor The undersigned hereby irrevocably subscribes tenders this subscription (“Subscription”) for and agrees to purchase from ARYA the number dollar amount of Shares his investment in shares of Common Stock set forth on the signature page hereto, and a check in payment at a price of this $5.00 per share made payable to “First Commerce Bank” in such amount. Alternatively, the undersigned may send the Subscription Agreement on funds by wire transfer to: Receiving Bank: First Commerce Bank Xxxxxxxx, XX 00000 ABA #: 000000000 Beneficiary: First Commerce Bank Beneficiary Acct #: 2010000420 Further Credit To: FBO/ Subscriber Name - Additional Info: Common Stock Purchase It is understood and agreed that the terms Bank shall have the right, in its sole and subject to the conditions provided for herein. The Investor acknowledges and agrees that ARYA reserves the right absolute discretion, to accept or reject this Subscription, in whole or in part, and that this Subscription shall be deemed to be accepted by the Investor’s subscription Bank only when it is signed by the Bank. In addition, whether or not the Bank has accepted payment for this Subscription and deposited such funds in escrow, the Shares for any reason or for no reasonundersigned acknowledges the Bank may subsequently reject this Subscription, in whole or in part, at any time prior to its acceptancethe consummation of the Offering and the Bank’s execution and acceptance of this Subscription. DELIVERY OF THIS SUBSCRIPTION AGREEMENT TO THE BANK TOGETHER WITH THE PURCHASE PRICE FOR THE COMMON STOCK DOES NOT CONSTITUTE ACCEPTANCE OF THE SUBSCRIPTION BY THE BANK, AND THE BANK MAY REJECT THIS SUBSCRIPTION UNTIL THIS SUBSCRIPTION HAS BEEN ACCEPTED BY THE BANK AND THIS AGREEMENT HAS BEEN EXECUTED BY THE BANK. The undersigned understands that this Subscription constitutes an absolute obligation for him, that it is independent of any other subscription by any other party, and that only the same shall be deemed to be accepted by ARYA only when Bank may accept this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company)Subscription. b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA the number Common Stock (the “Securities”), of Shares WFTP Ventures Inc, a Delaware corporation (the “Company”), at a purchase price of $10 per share (the “Per Security Price”), upon the terms and conditions set forth on herein. The minimum subscription is $1000. The rights of the signature page Common Stock are as set forth in Certificate of Incorporation filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. 024-12399), as may be amended from time to time. By executing this Subscription Agreement on as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the terms Offering Circular and subject Offering Statement including exhibits thereto and any other information required by the Subscriber to the conditions provided for herein. make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such period of timestate, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 3,000,000 (the “Pre-Closing Series A Financing PeriodMaximum 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 Investor may purchaseTermination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in one the event the sale of the Securities (or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(rportion thereof) is in form and substance reasonably satisfactory to ARYA)not consummated for any reason, and this Subscription Agreement (each such purchase of Equity Securities of the Companyshall have no force or effect, a “Pre-Closing Series A Financing”). Assumingexcept for Section 5 hereof, which shall remain in the case of ARYA, that the representation force and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Soligen Technolgies, Inc. , a Wyoming corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.____ per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 1,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on DNA BRANDS Inc. Corp., a Colorado corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.50 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 20,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Global Entertainment Holdings, Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.008 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 375,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Golden Developing Solutions Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.____ per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 1,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on CoroWare, Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.002 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 5,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject (a) The undersigned, intending to Section 1(d)be legally bound, the Investor hereby irrevocably subscribes for and agrees to purchase from ARYA Handheld Entertainment, Inc., a Delaware corporation (the number “Company”), for a purchase price equal to the face value thereof, the principal amount of Shares set 8% Notes due 2007 of the Company (the “Offering Notes”)set forth on the signature page of this Subscription Agreement on the terms hereof. This subscription is made in accordance with and subject to the terms and conditions provided for hereindescribed in this Subscription Agreement (this “Agreement”). The Investor acknowledges and agrees terms of the Offering Notes shall be substantially as set forth in the form of 8% Note due 2007 attached hereto as Exhibit A. The terms of certain warrants (the “Warrants”) that ARYA may be issued pursuant to the terms of the Offering Notes shall be substantially as set forth in the form attached hereto as Exhibit B. The Offering Notes that are the subject of this Agreement are part of an offering by the Company (the “Offering”) of up to $3,000,000 aggregate principal amount of Offering Notes (the “Maximum Amount”). The Company is offering Offering Notes until June 15, 2007, although the Company reserves the right right, in its sole discretion, to accept extend the Offering period until some later date (such date, as the same may be extended, the “Expiration Date”). The Company may hold the first closing of the Offering (the “First Closing”) at any time on or prior to the Expiration Date. Following the First Closing, the Company may continue to sell Offering Notes up to the Maximum Amount and may conduct closings from time to time for additional shares sold. A final closing will be held promptly after the earlier to occur of (i) the Expiration Date and (ii) acceptance of subscriptions for sale of the Maximum Amount. The Company may terminate the Offering at any time without prior notice. Also, the Company may reject the Investor’s any subscription for the Shares Offering Notes in whole or in part for any reason in its sole discretion. The Company and the undersigned intend that the Offering be a short-term “bridge” financing, and the Company is seeking to consummate an acquisition, debt or equity raise or other transaction (alternatively, the “Refinancing”) the proceeds of which may be used to repay the Offering Notes. The Company shall use its commercially reasonable efforts to consummate the Refinancing within 180 days of the date hereof; however, the undersigned acknowledges that there can be no assurance that the Company will effect any Refinancing on a timely basis, on reasonable terms or at all. The undersigned understands that the Offering Notes are being offered and issued pursuant to an exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act. As such, the Offering Notes are being offered and sold only to investors who qualify as “Accredited Investors” (as defined in Rule 501 promulgated under the Securities Act), and the Company is relying on the representations made by the undersigned in this Agreement in determining the availability of such exemption. The Offering Notes are, and any Warrants issued pursuant to the Offering Notes and any shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) issued upon exercise of the Warrants will be, “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under those laws. (b) The undersigned is delivering (i) an executed copy of the signature page of and Exhibit C to this Agreement and (ii) the subscription payment, in immediately available funds, which may be made by wire transfer to the Company pursuant to the following instructions: Bank: ABA No.: Account Name: Account No.: Apply To: Attention: If the Offering is oversubscribed, or for no reasonany other reason determined by the Company in its discretion, the Company may determine to reject a subscription or to accept a subscription for only a portion of the Offering Notes for which the undersigned has subscribed in this Agreement. If this subscription is accepted by the Company, in whole or in part, at any time prior to its acceptance, and then the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that Company will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior deliver to the Closing Date (as defined below) (such period undersigned the principal amount of time, Offering Notes for which the “Pre-Closing Series A Financing Period”), the Investor may purchase, undersigned’s subscription is accepted. If this subscription is rejected in one whole or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020part, then the Pre-Closing Series A Financing Cap Company shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything promptly refund to the contrary hereinundersigned, in no event shall (1) without interest, any funds that the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount undersigned had delivered to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, aggregate purchase price of any Offering Notes for which the undersigned’s subscription is accepted. (Bc) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor The undersigned may not withdraw this subscription or any amount paid pursuant thereto except as otherwise provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)below.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Class A Common Stock (the number “Securities”), of Shares set forth on Smart Decision, Inc., a Florida corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.005 per share of Class A Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 500,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on TriplePulse Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.43 per share of Common Stock (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor rights of the Common Stock are as set forth in the Second Amended and Restated Certificate of Incorporation of the Company as amended from time to time (the “Restated Certificate”), filed as Exhibit 2.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated June 13, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and agrees that ARYA reserves Offering Statement, including exhibits thereto, and any other information required by the right Subscriber to accept or reject the Investormake an investment decision. (c) The Subscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,930,233 (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, in The Company may accept subscriptions until the case of ARYA, that the representation and warranty termination of the Investor set forth in Section 6(r) is true and correct in all respectsOffering, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA membership interests (the number “Securities”), of Shares Healables Digital Health CCF SPV LLC, a Delaware limited liability company (the “Company”), at a purchase price of $2.50 per interest (the “Per Security Price”), upon the terms and conditions set forth herein. Subscriber may also be entitled to additional bonus Securities depending on the signature page amount and timing of Subscriber’s subscription, as described in the Offering Materials. The Company is serving as a "crowdfunding vehicle" as defined under Rule 3a-9 of the Investment Company Act of 1940, as amended, for securities to be acquired from Healables Digital Health, Inc., a Delaware corporation (the "Crowdfunding Issuer"). The Securities being subscribed for under this Subscription Agreement constitute limited liability company membership interests of the Company which relate to securities issued by the Crowdfunding Issuer on a one-to-one basis. The rights of the terms Securities are as set forth in the Operating Agreement of the Company and subject any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company and Crowdfunding Issuer filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the conditions provided for herein. The Investor acknowledges and agrees Operating Agreement. (c) Subscriber understands that ARYA reserves the right to accept or reject Crowdfunding Issuer, as Manager of the Investor’s subscription Company, will make all decisions for the Shares for any reason Company even though the Subscriber's investment is not made with the Crowdfunding Issuer. (d) This Subscription may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of timehereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (e) The aggregate number of Securities sold shall not exceed 2,000,000, including bonus Securities as described in the Offering Statement (the “Pre-Closing Series A Financing PeriodOversubscription Offering”). The Company may accept subscriptions until September 28, 2024 (the “Termination Date”). Providing that subscriptions for Securities in the amount of $25,000 are received (the “Minimum Offering”), the Investor Company may purchaseelect 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 one its entirety, or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from in the Company in exchange for cash in an aggregate amount not to exceed event the Pre-Closing Series A Financing Cap sale of the Securities (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and or any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(rportion thereof) is in form and substance reasonably satisfactory to ARYA)not consummated for any reason, and this Subscription Agreement shall have no force or effect. (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(rg) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of By executing this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap Subscriber will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything become party to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Operating Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and as a Member holding the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all membership Interests of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)Company.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA the number of Shares of Common Stock (the “Securities”), of MOBODEXTER , INC., a Delaware corporation (the “Company”) set forth out on the signature page hereto, at a purchase price of this Subscription Agreement on $1 per Class A share (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and agrees that ARYA reserves any other information required by the right Subscriber to accept make an investment decision. (c) This Subscription may be accepted or reject the Investor’s subscription for the Shares for any reason or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 5,000,000 (the “Pre-Closing Series A FinancingMaximum Offering”). AssumingThe Company may accept subscriptions until December 28, in the case of ARYA2018, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum shares (the “Termination Date”). There is no minimum in this offering, and the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on B2Digital, Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.008 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 600,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Emo Captial, Corp., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.005 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 1,500,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d)As of the Subscription Date, the Investor hereby irrevocably subscribes for and agrees to purchase from ARYA the Issuer, and the Issuer agrees to allot and issue and sell to the Investor, such number of Shares as is set forth on the signature page of this Subscription Agreement at the Subscription Amount and on the terms provided for and subject to the conditions provided for set forth herein. The Notwithstanding anything contained herein to the contrary, the Investor acknowledges and agrees that ARYA the Issuer reserves the right to accept or reject the Investor’s subscription for the Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA the Issuer only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company)Issuer. b. Between July 7, 2020 and In the date event that is three (3) Business Days prior to the Closing Date amount of Aggregate Transaction Proceeds (as defined belowin the Transaction Agreement) (is less than $70,000,000, such period of time, the “Pre-Closing Series A Financing Period”), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor condition set forth in Section 6(r6.3(f) is true of the Transaction Agreement would not be satisfied, as of and correct in all respectsupon the Transaction Closing, the Investor hereby agrees to subscribe for, and purchase from the Issuer, such additional number of Shares, at the Per Share Purchase Price, having an aggregate value equal to the shortfall or difference, if any, between (a) $70,000,000, minus (b) the sum of (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8amount of Aggregate Transaction Proceeds, 2020 (the “Initial Pre-Closing Series A Financing”), and plus (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000)any Eligible Investments; provided, however, thatthat the Investor’s conditional subscription and commitment obligation pursuant to this Section 1(b), notwithstanding anything to if any (the contrary herein“Backstop Obligation”), shall in no event shall exceed $15,000,000 in the aggregate or represent a commitment to purchase in excess of 1,500,000 Shares. For purposes hereof, the term “Eligible Investments” means any and all investments, commitments or subscriptions, on commercially reasonable or acceptable terms, that are raised, entered into or consummated at any time following the date hereof and prior to the Transaction Closing by the Parties in connection with the Transaction, whether pursuant to additional PIPE Subscription Agreements or any other instrument, including, without limitation, any additional subscriptions or commitments for the purchase of Company Ordinary Shares in the private placement (1including from the existing PIPE Investors or any other Persons desiring to enter into and consummate additional Subscription Agreements), any forward purchase agreements or similar instruments (including, without limitation, forward purchase agreements or instruments similar to those discussed between the Parties prior to the execution of the Transaction Agreement) entered into for the Pre-Closing Series A Financing Cap exceed purchase of Company Ordinary Shares, other securities of the Subscription Amount Company or any BOA Shares (2as defined in the Transaction Agreement) the Investor fund an aggregate amount which result in a release of cash to the Company and/or ARYA on or within ninety (90) days following Transaction Closing (to the extent of such cash), any non-redemption agreements or similar instruments entered into by any BOA Stockholder pursuant to which such BOA Stockholder waives the redemption rights provided under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided set forth in the first sentence Governing Documents (as defined in the Transaction Agreement) of this Section 1(b) (includingBOA and/or agrees not to elect to or otherwise redeem all or a portion of its BOA Class A Shares pursuant to or in connection with the Transaction Ordinary Shares or BOA Share, for the avoidance of doubtor any other agreement, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor arrangement or instrument in respect of any additional financing or investment commitment from any Person in connection with the Initial Pre-Closing Series A Financing)Transaction; provided that, and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received in each such case, unless otherwise agreed by the Parties, any investment, commitment or subscription which creates a convertible debt or debt-like obligation on, or liability of, the Company, or is on terms which require the Company to refund, reimburse or otherwise return any relevant invested amount in respect of the Pre-Closing Series A Financings (including, consideration for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received subscription or contracting for any services or products offered by the Company relevant investor or its Affiliates, shall not be an Eligible Investment. Notwithstanding the foregoing or anything contained herein to the contrary, in respect of the Initial Pre-Closing Series A Financing)event that Kibbutz Holding S.à.x.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA the number common stock (the “Securities” or “Common Stock”), of Shares set forth on Glucose Biosensor Systems (Greater China) Holdings, Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $____________ per share of Common Stock (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor minimum subscription is $________. The rights of Common Stock are as set forth in the Certificate of Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _____________, 2018 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and agrees that ARYA reserves Offering Statement including exhibits thereto and any other information required by the right Subscriber to accept or reject the Investormake an investment decision. (c) The Subscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of timehereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed _____________ (the “Pre-Closing Series A Financing PeriodMaximum Offering”). The Company may accept subscriptions until _____________, 2018, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for _____________ Securities are received (the “Minimum Offering”), the Investor Company may purchaseelect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in one its entirety, or more transactionsin the event the sale of the Securities (or any portion thereof) is not consummated for any reason, Company Series A Common Shares this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and Company Series A-1 Preferred Shares from effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in exchange for cash in advance an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is instrument in a form and substance reasonably satisfactory acceptable to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8its sole discretion, 2020 (pursuant to which the “Initial Pre-Closing Series A Financing”)proposed Transferee shall be acknowledge, and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constituteagree, and be deemed to bebound by the representations and warranties of Subscriber, a Pre-Closing Series A Financing. For purposes terms of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on TriplePulse Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.43 per share of Common Stock (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor rights of the Common Stock are as set forth in the Second Amended and Restated Certificate of Incorporation of the Company as amended from time to time (the “Restated Certificate”), filed as Exhibit 2.3 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated June 10, 2022 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and agrees that ARYA reserves Offering Statement, including exhibits thereto, and any other information required by the right Subscriber to accept or reject the Investormake an investment decision. (c) The Subscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,930,233 (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, in The Company may accept subscriptions until the case of ARYA, that the representation and warranty termination of the Investor set forth in Section 6(r) is true and correct in all respectsOffering, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Valiant Eagle, Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.0005 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Sun Kissed Industries, Inc., a Wyoming corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.005 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 2,200,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Wearable Health Solutions, Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.01 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. b. Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. c. The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. d. The aggregate number of Securities sold shall not exceed 1,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). e. In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Dryworld Brands Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.50 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 20,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Emo Captial, Corp., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.005 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 300,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Soligen Technologies, Inc., a Wyoming corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.03 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 500,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on GD Entertainment & Technology, Inc., a New Jersey corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.0005 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 1,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject (a) I hereby irrevocably subscribe to Section 1(dpurchase from Middlefield Banc Corp., an Ohio corporation (the “Company”), the Investor hereby irrevocably subscribes for and agrees to purchase from ARYA the number of Shares shares of the Company’s common stock (“Shares”) set forth on the signature page of this Subscription Agreement on Agreement. This subscription is submitted to the terms Company in accordance with and subject to the terms and conditions provided for described in this Subscription Agreement. (b) This subscription is being made in accordance with the instructions contained herein. A duly executed and properly completed copy of this Subscription Agreement is being delivered to the Company, together with a check or wire transfer in the amount of the subscription price, which is $[•] per share, multiplied by the number of Shares for which I have subscribed. (c) I understand that the Shares are not insured or guaranteed by the Federal Deposit Insurance Corporation, and that I may lose all or part of my investment. I also agree to indemnify and hold harmless the Company, The Investor acknowledges Middlefield Banking Company, and agrees their respective officers, directors, employees, agents, and controlling persons, past, present, or future in accordance with Section 3 of this Subscription Agreement. (d) If my subscription is not accepted in whole or in part by the Company, the full or ratable amount, as the case may be, of any subscription payment received will be promptly refunded to me without deduction therefrom or interest thereon. I understand and agree that ARYA reserves the right to Company may accept or reject the Investor’s subscription for the Shares for any reason or for no reasonthis subscription, in whole or in part, at any time prior to in its acceptance, sole and the same shall absolute discretion. My subscription will not be deemed accepted until the Company executes the Company Acceptance attached to be accepted by ARYA only when this Subscription Agreement Agreement. Unless this subscription is signed accepted in whole or in part, or rejected in part, by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result the Company before the expiration date of the Domesticationoffering, the Shares that this subscription will be purchased by deemed rejected in whole. (e) I understand that the Investor and issued by ARYA pursuant hereto shall be Company is offering for sale shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubtstock, that the Acknowledgement Agreement referenced in Section 6(r) is in form minimum subscription for persons other than directors and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all officers of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) is $50,000 (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received which may be waived by the Company in respect its sole discretion), that the offering currently is expected to expire on or before [•], 2017, and that the Company intends, but is not required, to ensure that no investor in the offering will own 5.00% or more of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect Company’s voting stock at expiration of the Initial Pre-Closing Series A Financing)offering.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Series T Preferred Stock (the number “Securities”), of Shares set forth on StartEngine Crowdfunding, Inc., a Delaware Corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $8.80 per share of Series T Preferred Stock (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor minimum subscription is $200,000. The rights of the Series T Preferred Stock are as set forth in Third Amended and Restated Certificate of Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [___________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and agrees that ARYA reserves Offering Statement including exhibits thereto and any other information required by the right Subscriber to accept or reject the Investormake an investment decision. (c) The Subscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of timehereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 1,136,363 (the “Pre-Closing Series A Financing PeriodMaximum Offering”). The Company may accept subscriptions until [_______________], the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from unless otherwise extended by the Company in exchange its sole discretion in accordance with applicable SEC regulations for cash such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in an aggregate amount its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth inbe deemed effective, the Pre-Closing Series A Purchase Agreement Transferee shall have executed and any related acknowledgement agreement that is delivered to the Company in advance an instrument in a form and substance reasonably satisfactory acceptable to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8its sole discretion, 2020 (pursuant to which the “Initial Pre-Closing Series A Financing”)proposed Transferee shall be acknowledge, and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constituteagree, and be deemed to bebound by the representations and warranties of Subscriber, a Pre-Closing Series A Financing. For purposes terms of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d)the terms and conditions set forth in this subscription agreement (the "Subscription Agreement") and the LLC Agreement, the Investor Subscriber hereby irrevocably subscribes for and agrees to purchase from ARYA 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 Subscriber Information Form (the "investment"). The investment shall be payable in a single installment, and will be held in an escrow account at UMB Bank, N.A. prior to a Closing Date and to the acceptance of 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 Shares of the Fund, 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 terms Adviser or the Fund until accepted by the Adviser, and subject to the conditions provided for herein. The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the Investor’s subscription for the Shares for any reason or for no reasonmay be rejected, in whole or in part, at any time prior to by the Adviser in its acceptanceabsolute discretion. In the event the subscription is rejected in its entirety, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed shall have no force or effect and shall be void ab initio. Unless and until rejected by a duly authorized person the Adviser in its entirety, this subscription shall, to the fullest extent permitted by or on behalf of ARYA; ARYA may do so in counterpart formapplicable law, be binding upon and irrevocable by the Subscriber. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA 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 purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from in the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), Fund; and (ii) each of ARYA the Subscriber will be bound by and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constituteadhere to, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectivelyotherwise comply with, all of the Company Series A Common Shares provisions, terms and the Company Series A-1 Preferred Shares purchased by the obligations applicable to an Investor as provided set forth in the first sentence of LLC Agreement and this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)Subscription Agreement.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Class A Common Stock (the number “Securities”), of Shares set forth on Smart Decision, Inc., a Wyoming corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.01 per share of Class A Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 500,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on GRASS QOZF, Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $2.00 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 25,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Grow Solutions Holdings, Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.0015 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 2,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Critical Solutions, Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.025 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 100,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Series T Preferred Stock (the number “Securities”), of Shares set forth on StartEngine Crowdfunding, Inc., a Delaware Corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on [___________]per share of Series T Preferred Stock (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor minimum subscription is $200,000. The rights of the Series T Preferred Stock are as set forth in Fourth Amended and Restated Certificate of Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [___________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and agrees that ARYA reserves Offering Statement including exhibits thereto and any other information required by the right Subscriber to accept or reject the Investormake an investment decision. (c) The Subscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of timehereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed [___________] (the “Pre-Closing Series A Financing PeriodMaximum Offering”). The Company may accept subscriptions until [_______________], the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from unless otherwise extended by the Company in exchange its sole discretion in accordance with applicable SEC regulations for cash such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in an aggregate amount its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth inbe deemed effective, the Pre-Closing Series A Purchase Agreement Transferee shall have executed and any related acknowledgement agreement that is delivered to the Company in advance an instrument in a form and substance reasonably satisfactory acceptable to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8its sole discretion, 2020 (pursuant to which the “Initial Pre-Closing Series A Financing”)proposed Transferee shall be acknowledge, and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constituteagree, and be deemed to bebound by the representations and warranties of Subscriber, a Pre-Closing Series A Financing. For purposes terms of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Grow Solutions Holdings, Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.0005 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 6,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA the number of Shares of Common Stock (the “Securities”), of Long Fin Corp, a Delaware corporation (the “Company”) set forth out on the signature page hereto, at a purchase price of this Subscription Agreement on $6.80 per share (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor rights and preferences of the Securities are as set forth in the Company’s Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and agrees that ARYA reserves any other information required by the right Subscriber to accept make an investment decision. (c) This Subscription may be accepted or reject the Investor’s subscription for the Shares for any reason or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of timehereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 20,000,000 (the “Pre-Closing Series A Financing PeriodMaximum Offering”). The Company may accept subscriptions until May 1, 2018, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 1000 Securities are received (the “Minimum Offering”), the Investor Company may purchaseelect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in one its entirety, or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from in the Company in exchange for cash in an aggregate amount not to exceed event the Pre-Closing Series A Financing Cap sale of the Securities (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and or any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(rportion thereof) is in form and substance reasonably satisfactory to ARYA)not consummated for any reason, and this Subscription Agreement (each such purchase of Equity Securities of the Companyshall have no force or effect, a “Pre-Closing Series A Financing”). Assumingexcept for Section 5 hereof, which shall remain in the case of ARYA, that the representation force and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Entertainment Arts Research Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.____ per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 150,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Class A Common Stock (the number “Securities”), of Shares set forth on OBSIDIAN PRIME INC, a CALIFORNIA corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $ per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 75,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Class AAA Common Stock (the number “Securities”), of Shares set forth on Mode Mobile, Inc., a Delaware Corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.16 per share of Class AAA Common Stock (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor rights of the Class AAA Common Stock are as set forth in the Amended and Restated Certificate of Incorporation and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and agrees that ARYA reserves any other information required by the right Subscriber to accept make an investment decision. (c) This Subscription may be accepted or reject the Investor’s subscription for the Shares for any reason or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of timehereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 37,635,296 (the “Pre-Closing Series A Financing PeriodOversubscription Offering”). The Company may accept subscriptions until April 1, 2024 (the “Termination Date”). Providing that subscriptions for 125,000 Securities are received (the “Minimum Offering”), the Investor Company may purchaseelect at any time to close all or any portion of this offering, in one on various dates at or more transactionsprior to the Termination Date (each a “Closing Date”), Company Series A Common Shares and Company Series A-1 Preferred Shares from provided 21 days have passed since the commencement of Securities sales, a notice is distributed with the new anticipated deadline of the offering, the right to cancel for any reason until 48 hours prior to the new offering deadline, whether the Company in exchange for cash in an aggregate amount not will continue to exceed accept Securities sales during the Pre48-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant tohour period prior to the new offering deadline, and otherwise on the terms new offering deadline is scheduled for and subject to conditions set forth inoccurs at least five business days after the notice is distributed. (e) In the event of rejection of this subscription in its entirety, or in the Pre-Closing Series A Purchase Agreement and event the sale of the Securities (or any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(rportion thereof) is in form and substance reasonably satisfactory to ARYA)not consummated for any reason, and this Subscription Agreement shall have no force or effect. (each such f) There are restrictions on the Subscriber’s ability to cancel the purchase of Equity Securities and obtain a return of his or her investment. The Subscriber can cancel the purchase of Securities for any reason until 48 hours prior to the Termination Date or Closing Date, whichever is earlier. (g) With any material change to the terms of the offering, or to the information provided by the Company, a “Pre-Closing Series A Financing”). Assumingnotice will be distributed with the notice of the changes, in the case of ARYA, and that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap Subscriber’s commitment will be an amount equal to $49,000,000, and for canceled unless the 30-day period commencing November 15, 2020, Subscriber reconfirms his or her Securities purchase within the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)given business days.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Sky440, Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.001 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 2,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Units (the number “Securities”), of Shares set forth on MJ Harvest Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $1.00 per Unit (the “Per Security Price”), upon the terms and subject conditions set forth herein. Each Unit will be comprised of one share of the Company’s Common Stock and one Warrant for the purchase of an additional share of Common Stock. The rights and preferences of the shares of Commons Stock are as set forth in the Company’s bylaws, included as Exhibit 2.2 to the conditions provided for hereinOffering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated June 16, 2021 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of timehereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 10,000,000 (the “Pre-Closing Series A Financing PeriodMaximum Offering”). The Company may accept subscriptions until July 31, the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from 2022 unless otherwise extended up to 90 days by the Company in exchange its sole discretion in accordance with applicable SEC regulations for cash such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in an aggregate amount its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth inbe deemed effective, the Pre-Closing Series A Purchase Agreement Transferee shall have executed and any related acknowledgement agreement that is delivered to the Company in advance an instrument in a form and substance reasonably satisfactory acceptable to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8its sole discretion, 2020 (pursuant to which the “Initial Pre-Closing Series A Financing”)proposed Transferee shall acknowledge, and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constituteagree, and be deemed to bebound by the representations and warranties of Subscriber, a Pre-Closing Series A Financing. For purposes and the terms of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on VirExit Technologies, Inc. a Wyoming corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.002 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 2,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Nitches, Inc., a Nevada corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.005 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold for the Company shall not exceed 2,500,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Saddle Ranch Media, Inc., a Utah corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.0003 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 3,000,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Class B Units (the number “Securities”), of Shares set forth on SHAPEACCELERATOR USA LLC, a FLORIDA Limited Liability Company (the signature page “Company”), at a purchase price of this Subscription Agreement on $1.00 per unit (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor rights of the Class B Common Units are as set forth in the Certificate of Incorporation and any description of the Securities that appears in the Offering Materials is qualified in its entirety by such document. (b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and agrees that ARYA reserves any other information required by the right Subscriber to accept make an investment decision. (c) This Subscription may be accepted or reject the Investor’s subscription for the Shares for any reason or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of timehereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 124,000 (the “Pre-Closing Series A Financing PeriodOversubscription Offering”). The Company may accept subscriptions until August 15, 2024 (the “Termination Date”). Providing that subscriptions for 10,000 Securities are received (the “Minimum Offering”), the Investor Company may purchaseelect at any time to close all or any portion of this offering (each such closing, a “Closing”), on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in one its entirety, or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from in the Company in exchange for cash in an aggregate amount not to exceed event the Pre-Closing Series A Financing Cap sale of the Securities (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and or any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(rportion thereof) is in form and substance reasonably satisfactory to ARYA)not consummated for any reason, and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on have no force or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Series T Preferred Stock (the number “Securities”), of Shares set forth on StartEngine Crowdfunding, Inc., a Delaware Corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $8.80 per share of Series T Preferred Stock (the “Per Security Price”), upon the terms and subject to the conditions provided for set forth herein. The Investor minimum subscription is $200,000. The rights of the Series T Preferred Stock are as set forth in Fourth Amended and Restated Certificate of Incorporation and Bylaws included in the Exhibits to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [___________] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and agrees that ARYA reserves Offering Statement including exhibits thereto and any other information required by the right Subscriber to accept or reject the Investormake an investment decision. (c) The Subscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of timehereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 1,136,363 (the “Pre-Closing Series A Financing PeriodMaximum Offering”). The Company may accept subscriptions until [_______________], the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from unless otherwise extended by the Company in exchange its sole discretion in accordance with applicable SEC regulations for cash such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in an aggregate amount its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant to, and otherwise on the terms and subject to conditions set forth inbe deemed effective, the Pre-Closing Series A Purchase Agreement Transferee shall have executed and any related acknowledgement agreement that is delivered to the Company in advance an instrument in a form and substance reasonably satisfactory acceptable to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, a “Pre-Closing Series A Financing”). Assuming, in the case of ARYA, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8its sole discretion, 2020 (pursuant to which the “Initial Pre-Closing Series A Financing”)proposed Transferee shall be acknowledge, and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constituteagree, and be deemed to bebound by the representations and warranties of Subscriber, a Pre-Closing Series A Financing. For purposes terms of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received by the Company in respect of the Pre-Closing Series A Financings (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(r) is true and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing).

Subscription. a. Subject to Section 1(d), the Investor (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase from ARYA Common Stock (the number “Securities”), of Shares set forth on Professional Idiots, Inc., a Delaware corporation (the signature page “Company”), at a purchase price of this Subscription Agreement on $0.05 per share of Common Stock (the “Per Security Price”), upon the terms and subject conditions set forth herein. (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the conditions provided for herein“Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) The Investor acknowledges and agrees that ARYA reserves the right to accept or reject the InvestorSubscriber’s subscription for the Shares for any reason may be accepted or for no reason, rejected in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by ARYA only when this Subscription Agreement is signed by a duly authorized person by or on behalf of ARYA; ARYA may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be purchased by the Investor and issued by ARYA pursuant hereto shall be shares of common stock in a Delaware corporation (and not, for the avoidance of doubt, ordinary shares in a Cayman Islands exempted company). b. Between July 7, 2020 and the date that is three (3) Business Days prior to the Closing Date (as defined below) (such period of time, the “Pre-Closing Series A Financing Period”hereinafter defined), the Investor may purchase, in one or more transactions, Company Series A Common Shares and Company Series A-1 Preferred Shares from by the Company in exchange for cash in an aggregate amount not to exceed the Pre-Closing Series A Financing Cap (as defined below) in effect as of such determination time pursuant toat its sole discretion. In addition, and otherwise on the terms and subject to conditions set forth in, the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement that is in a form and substance reasonably satisfactory to ARYA (acknowledging, for the avoidance of doubt, that the Acknowledgement Agreement referenced in Section 6(r) is in form and substance reasonably satisfactory to ARYA), and this Subscription Agreement (each such purchase of Equity Securities of the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 50,000,000 shares (the “Pre-Closing Series A FinancingMaximum Offering”). Assuming, The Company may accept subscriptions until the termination date given in the case of ARYAOffering Circular, that the representation and warranty of the Investor set forth in Section 6(r) is true and correct in all respects, (i) ARYA acknowledges and agrees that the Investor purchased Company Series A Common Shares and Company Series A-1 Preferred Shares from the Company in exchange for $25,000,000 in cash on July 8, 2020 (the “Initial Pre-Closing Series A Financing”), and (ii) each of ARYA and the Investor acknowledge and agree that the Initial Pre-Closing Series A Financing shall constitute, and be deemed to be, a Pre-Closing Series A Financing. For purposes of this Subscription Agreement, (A) the “Pre-Closing Series A Financing Cap” means $25,000,000; provided, that (x) if the Closing has not occurred on or before September 15, 2020, then the Pre-Closing Series A Financing Cap shall be increased to an amount equal to $37,000,000 on September 16, 2020, and (y) if the Closing has not occurred on or before the 30-day anniversary of September 16, 2020, then the Pre-Closing Series A Financing Cap shall be increased by an additional $12,000,000 on the date of each subsequent 30-day anniversary (e.g., for the 30-day period commencing October 16, 2020, the Pre-Closing Funding Cap will be an amount equal to $49,000,000, and for the 30-day period commencing November 15, 2020, the Pre-Closing Funding Cap will be an amount equal to $61,000,000); provided, however, that, notwithstanding anything to the contrary herein, in no event shall (1) the Pre-Closing Series A Financing Cap exceed the Subscription Amount or (2) the Investor fund an aggregate amount to the Company and/or ARYA under this Subscription Agreement (including, for the avoidance of doubt, the Initial Pre-Closing Series A Financing) in excess of the Subscription Amount, (B) the “Pre-Closing Series A Shares” means, collectively, all of the Company Series A Common Shares and the Company Series A-1 Preferred Shares purchased by the Investor as provided in the first sentence of this Section 1(b) (including, for the avoidance of doubt, all of the Company Series A Common Shares and Company Series A-1 Preferred Shares purchased by the Investor in respect of the Initial Pre-Closing Series A Financing), and (C) the “Pre-Closing Series A Purchase Price Amount” means the aggregate cash proceeds actually received unless otherwise extended by the Company in respect its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (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”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Pre-Closing Series A Financings Securities (including, for the avoidance of doubt and assuming that the representation and warranty in Section 6(ror any portion thereof) is true not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and correct in all respects, cash proceeds actually received by the Company in respect of the Initial Pre-Closing Series A Financing)effect.