Common use of Subscription Clause in Contracts

Subscription. (a) This subscription, when and if accepted by the Administrator, will constitute a commitment to contribute to the Fund the Subscription Amount in accordance with terms of the LLC Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administrator, on behalf of the Fund, may accept or reject this Agreement, in whole or in part, in its sole discretion. This Agreement will be deemed to be accepted by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) This subscriptionThe Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, when upon the terms and if accepted by the Administrator, will constitute a commitment to contribute to the Fund the Subscription Amount in accordance with terms of the LLC Agreementconditions set forth herein. The Subscriber will be admitted as a Member of aggregate purchase price for the Fund at Shares with respect to each Investor (the time this subscription “Purchase Price”) is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained payable in the LLC Agreement, including making contributions to the Fundmanner provided in Section 2(a) below. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________, 2020 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2020 (collectively, the “Offering Circular”). The Administrator, Company will accept tenders of funds to purchase the Shares. The Company will close on behalf investments on a “rolling basis,” pursuant to the terms of the FundOffering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may accept be accepted or reject this Agreement, rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its sole discretion. This Agreement will be deemed to be accepted by entirety, or in the Administrator and this Agreement will be binding against event the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all sale of the Subscription Amount will not be invested in the Portfolio Company Shares (or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amountany portion thereof) to the Subscriberan Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fundfull force and effect. (d) The Fund has terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the unrestricted right “Transferees”); provided, however, that for any such transfer to condition its acceptance of be deemed effective, the Subscriber’s subscription, Transferee shall have executed and delivered to the Company in whole or advance an instrument in part, upon form acceptable to the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund Company in its sole discretion, including an opinion of counsel pursuant to which the Subscriber, evidencing the legality of an investment in the Fund proposed Transferee shall acknowledge and agree to be bound by the Subscriber representations and warranties of Investor and the authority terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”)Company, in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those be withheld in this Agreement or amend its sole and supplement certain provisions of the LLC Agreement as it applies to such Membersabsolute discretion.

Subscription. (a) Subject to the terms and conditions this Agreement, the Subscriber hereby irrevocably tenders this subscription (this "Subscription") for an interest in the Fund (a "Interest") in the amount set forth on the "Subscription Amount" line on the Subscriber's applicable signature page hereto (the "Signature Page"). (b) This subscriptionSubscription, when and if accepted by the AdministratorGeneral Partner of the Fund, will constitute a commitment to contribute to the Fund that portion of the Subscription Amount accepted by the General Partner (the "Commitment") in accordance with terms of the LLC Limited Partnership Agreement of the Fund, as the same may be further amended from time to time (the "Limited Partnership Agreement"), in the form separately furnished to the Subscriber. The Subscriber will be admitted as a Member of Limited Partner in the Fund at the time this subscription Subscription is accepted and executed by the AdministratorGeneral Partner, and the Subscriber hereby irrevocably agrees to be bound by the LLC Limited Partnership Agreement as a Member Limited Partner of the Fund and to perform all obligations contained in the LLC Limited Partnership Agreement, including making contributions to the Fund. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and may not be withdrawn by the Subscriber unless the General Partner rejects this Subscription. (bc) The AdministratorGeneral Partner, on behalf of the Fund, may accept or reject this AgreementSubscription, in whole or in part, in its sole discretion. This Agreement Subscription will be deemed to be accepted by the Administrator General Partner and this Agreement will be binding against the Administrator General Partner only upon acceptance execution and delivery to the Subscriber of the Acceptance of Subscription attached to this Agreement by the AdministratorAgreement. At the Closing, the General Partner will execute the Acceptance of Subscription and deliver notice of the Closing to the Subscriber will receive within a message on reasonable time after the Platform announcing the Administrator’s execution and acceptance of this AgreementClosing. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this . Failure to deliver a fully-completed and executed Subscription Agreement the Administrator determines that some or all of the Subscription Amount will not be invested may result in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the FundFund rejecting this Subscription. (d) The Fund General Partner has the unrestricted right to condition its acceptance of the Subscriber’s 's subscription, in whole or in part, upon the receipt by the Fund General Partner of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the this Agreement on behalf of the Subscriber (collectively the “"Additional Documents”"), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members Limited Partners in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator General Partner may enter into side letters with certain Members Limited Partners (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Limited Partnership Agreement as it applies to such MembersLimited Partners.

Subscription. (a) This subscriptionThe Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, when upon the terms and if accepted by the Administrator, will constitute a commitment to contribute to the Fund the Subscription Amount in accordance with terms of the LLC Agreementconditions set forth herein. The Subscriber will be admitted as a Member of aggregate purchase price for the Fund at Shares with respect to each Investor (the time this subscription “Purchase Price”) is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained payable in the LLC Agreement, including making contributions to the Fundmanner provided in Section 2(a) below. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________, 2021 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2021 (collectively, the “Offering Circular”). The Administrator, Company will accept tenders of funds to purchase the Shares. The Company will close on behalf investments on a “rolling basis,” pursuant to the terms of the FundOffering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may accept be accepted or reject this Agreement, rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its sole discretion. This Agreement will be deemed to be accepted by entirety, or in the Administrator and this Agreement will be binding against event the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all sale of the Subscription Amount will not be invested in the Portfolio Company Shares (or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amountany portion thereof) to the Subscriberan Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fundfull force and effect. (d) The Fund has terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the unrestricted right “Transferees”); provided, however, that for any such transfer to condition its acceptance of be deemed effective, the Subscriber’s subscription, Transferee shall have executed and delivered to the Company in whole or advance an instrument in part, upon form acceptable to the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund Company in its sole discretion, including an opinion of counsel pursuant to which the Subscriber, evidencing the legality of an investment in the Fund proposed Transferee shall acknowledge and agree to be bound by the Subscriber representations and warranties of Investor and the authority terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”)Company, in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those be withheld in this Agreement or amend its sole and supplement certain provisions of the LLC Agreement as it applies to such Membersabsolute discretion.

Subscription. You hereby agree that (a) This subscription, when and if accepted by you are subscribing for the Administrator, will constitute a commitment Interests indicated in your Subscription Agreement in the aggregate amount equal to contribute to the Fund the Subscription Amount in accordance with terms of the LLC Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administratoryour Commitment, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administratoryour subscription in respect thereof shall become effective and final, on behalf of the Fundand you shall become legally bound, may accept or reject this Agreement, in whole or in part, in its sole discretion. This Agreement will be deemed to be accepted by the Administrator and this Agreement will be binding against the Administrator only upon the acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon by the receipt Fund. Unless otherwise communicated to you by Xxxxxxx Xxxxx, including potentially through the Prospectus and Statement of Additional Information, your subscription will be deemed accepted by the Fund upon the earlier of any additional instruments the following: (a) the execution of a counterpart signature page to this Subscription Agreement by or on behalf of the Fund (including any designationsby Xxxxxxx Sachs) and (b) two business days prior to the time Interests are first issued to you. You acknowledge and agree that if your subscription to purchase such Interests is accepted in whole or in part, representations(a) you will, warrantieswith no further action on your part, covenants)become an Interestholder, documentation and information requested by (b) you agree with the Manager, with the other Interestholders of the Fund in its sole discretion, including an opinion of counsel and with other subscribers admitted to the SubscriberFund either at or after the date of your admission that, evidencing with effect from such admission, you and such persons will be bound by and will comply with the legality provisions, terms and obligations of an investment in the Fund as described in the Prospectus and Statement of Additional Information and the Fund Agreement with the same effect as if you were a signatory to those documents, and (c) you will be irrevocably and unconditionally obligated to purchase Interests, at the times and as contemplated by the Subscriber Fund Agreement and the authority Prospectus and Statement of Additional Information, in a total amount equal to the amount of the person executing the Agreement on behalf accepted portion of the Subscriber (collectively the “Additional Documents”), Total Commitment” listed in addition to the this Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) This subscriptionThe Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, when upon the terms and if accepted by the Administrator, will constitute a commitment to contribute to the Fund the Subscription Amount in accordance with terms of the LLC Agreementconditions set forth herein. The Subscriber will be admitted as a Member of aggregate purchase price for the Fund at Shares with respect to each Investor (the time this subscription “Purchase Price”) is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained payable in the LLC Agreement, including making contributions to the Fundmanner provided in Section 2(a) below. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ______________, 2021 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ____________________, 2021 (collectively, the “Offering Circular”). The Administrator, Company will accept tenders of funds to purchase the Shares. The Company will close on behalf investments on a “rolling basis,” pursuant to the terms of the FundOffering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may accept be accepted or reject this Agreement, rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its sole discretion. This Agreement will be deemed to be accepted by entirety, or in the Administrator and this Agreement will be binding against event the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all sale of the Subscription Amount will not be invested in the Portfolio Company Shares (or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amountany portion thereof) to the Subscriberan Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fundfull force and effect. (d) The Fund has terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the unrestricted right “Transferees”); provided, however, that for any such transfer to condition its acceptance of be deemed effective, the Subscriber’s subscription, Transferee shall have executed and delivered to the Company in whole or advance an instrument in part, upon form acceptable to the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund Company in its sole discretion, including an opinion of counsel pursuant to which the Subscriber, evidencing the legality of an investment in the Fund proposed Transferee shall acknowledge and agree to be bound by the Subscriber representations and warranties of Investor and the authority terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”)Company, in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those be withheld in this Agreement or amend its sole and supplement certain provisions of the LLC Agreement as it applies to such Membersabsolute discretion.

Subscription. 1.1 The Subscriber hereby irrevocably subscribes for and agrees to purchase that number of Shares as shown in section 2 of the cover page to this Subscription Agreement, having an acquisition cost per Share as shown on the cover page to this Subscription Agreement, for the aggregate Purchase Price shown in section 2 of the cover page to this Subscription Agreement, which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement (a) This subscriptioncollectively, when and if accepted the “Subscription”). The Shares are those described as such in the Corporation’s most recent Offering Memorandum (the “Offering Memorandum”), as may be amended, restated or updated from time to time. 1.2 The Subscriber acknowledges that the Shares have been offered to the Subscriber as part of an offering by the AdministratorCorporation of additional Shares to other subscribers. 1.3 All dollar amounts referred to in this Subscription Agreement, will constitute a commitment to contribute including the schedules, appendices, acknowledgements and certificates attached hereto, are in lawful money of Canada, unless otherwise indicated. 1.4 Subject to the Fund terms hereof, the Subscription Amount in accordance with terms of will be effective upon its acceptance by the LLC AgreementCorporation. The Subscriber acknowledges and agrees that this Subscription Agreement and any other documents delivered in connection herewith will be admitted as a Member of the Fund at the time this subscription is accepted held by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administrator, or on behalf of the FundCorporation, may accept or reject this Agreement, in whole or in part, in its sole discretion. This Agreement and that the aggregate price will be deemed to be accepted held by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively Corporation. In the “Additional Documents”)event that this Subscription is not accepted by the Corporation for whatever reason, in addition which the Corporation expressly reserves the right to do, the Corporation will return the aggregate price to the Subscriber at the address of the Subscriber as set forth on the cover page of this Subscription Agreement, its exhibitsor as otherwise directed by the Subscriber, and any documents incorporated by reference therein (these “without interest or deduction. If this Subscription Documents”). (e) The is accepted only in part, the Subscriber understands that a cheque representing the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or portion of the aggregate price for that portion of the Subscription that is not accepted will be substantially similar in all material respects promptly delivered to the Subscriber at the address of the Subscriber as set forth on the cover page of this Agreement providing for the admission of such other investors Subscription Agreement, or as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include otherwise directed by the Subscriber) which contain terms different from those in this Agreement , without interest or amend and supplement certain provisions of the LLC Agreement as it applies to such Membersdeduction.

Subscription. (a) This subscriptionThe Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, when upon the terms and if accepted by the Administrator, will constitute a commitment to contribute to the Fund the Subscription Amount in accordance with terms of the LLC Agreementconditions set forth herein. The Subscriber will be admitted as a Member of aggregate purchase price for the Fund at Shares with respect to each Investor (the time this subscription “Purchase Price”) is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained payable in the LLC Agreement, including making contributions to the Fundmanner provided in Section 2(a) below. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated ____________, 2022 and its In June 2022 exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on ________________, 2022 (collectively, the “Offering Circular”). The Administrator, Company will accept tenders of funds to purchase the Shares. The Company will close on behalf investments on a “rolling basis,” pursuant to the terms of the FundOffering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may accept be accepted or reject this Agreement, rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its sole discretion. This Agreement will be deemed to be accepted by entirety, or in the Administrator and this Agreement will be binding against event the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all sale of the Subscription Amount will not be invested in the Portfolio Company Shares (or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amountany portion thereof) to the Subscriberan Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fundfull force and effect. (d) The Fund has terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the unrestricted right “Transferees”); provided, however, that for any such transfer to condition its acceptance of be deemed effective, the Subscriber’s subscription, Transferee shall have executed and delivered to the Company in whole or advance an instrument in part, upon form acceptable to the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund Company in its sole discretion, including an opinion of counsel pursuant to which the Subscriber, evidencing the legality of an investment in the Fund proposed Transferee shall acknowledge and agree to be bound by the Subscriber representations and warranties of Investor and the authority terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”)Company, in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those be withheld in this Agreement or amend its sole and supplement certain provisions of the LLC Agreement as it applies to such Membersabsolute discretion.

Subscription. (a) This subscriptionThe Subscriber acknowledges and agrees that this subscription (i) is irrevocable on the part of the Subscriber, when and if accepted (ii) is conditioned upon acceptance by the Administrator, will constitute a commitment to contribute to Company and (iii) may be accepted or rejected in whole or in part by the Fund the Subscription Amount Company in accordance with terms of the LLC Agreementits sole discretion at any time. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by all the LLC Agreement terms and provisions of this Subscription Agreement, the Memorandum, the Company’s bylaws, in the form attached hereto as a Member Appendix B (as amended, the “Bylaws”), the articles of incorporation of the Fund and to perform all obligations contained Company, in the form attached hereto as Appendix C (as amended, the “Charter”), the Investment Advisory Agreement by and between GC Advisors LLC (the “Adviser”) and the Company, in the form attached hereto as Appendix D (as amended, the “Advisory Agreement”), and the Administration Agreement by and between the Company and Gxxxx Capital LLC, the Company’s administrator (the “Administrator”), in the form attached hereto as Appendix E (as amended, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, including making contributions to the Fund“Operative Documents”) together with this Subscription Agreement. (b) The AdministratorSubscriber agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, on behalf payable at such times and in such amounts as required by the Company, under the terms and subject to the conditions set forth herein. The minimum Capital Commitment is $25 million, subject to the discretion of the Fund, may Company to accept or reject this Agreement, in whole or in part, in its sole discretion. This Agreement will be deemed to be accepted by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedlower amount. (c) If following The Company will file or has filed a registration statement on Form 10 (the Administrator’s acceptance “Registration Statement”) for the registration of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance its common stock with the LLC AgreementU.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the Administrator may return such excess Subscription Amount (“Exchange Act”). The Registration Statement is not the offering document pursuant to which may be up to 100% the Company is conducting this offering of such Subscription Amount) to the Subscriber, in which case, to the extent so returnedsecurities. Accordingly, the Subscriber shall be deemed should rely exclusively on information contained in the Memorandum, together with reports the Company may file under the Exchange Act from time to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscriptiontime, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in making its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) decisions. The Subscriber understands that the Fund has entered into or Company expects to enter into separate subscription agreements Subscription Agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors which are or will be substantially similar in all material respects to this Agreement (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the admission sale of such other investors as Members in Shares to the FundOther Investors. This Subscription Agreement and other separate subscription agreements the Other Subscription Agreements are separate agreements agreements, and the sale arrangements between sales of Shares to the Fund undersigned and other investors the Other Investors are to be separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) This subscriptionThe Investor hereby irrevocably subscribes for and agrees to purchase the number of Shares set forth on the signature page hereto at the Per Share Purchase Price, when upon the terms and if accepted by the Administrator, will constitute a commitment to contribute to the Fund the Subscription Amount in accordance with terms of the LLC Agreementconditions set forth herein. The Subscriber will be admitted as a Member of aggregate purchase price for the Fund at Shares with respect to each Investor (the time this subscription “Purchase Price”) is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained payable in the LLC Agreement, including making contributions to the Fundmanner provided in Section 2(a) below. (b) Investor understands that the Shares are being offered pursuant to the Form 1-A Regulation A Offering Circular dated _____________, 2024 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on______________, 2024 (collectively, the “Offering Circular”). The Administrator, Company will accept tenders of funds to purchase the Shares. The Company will close on behalf investments on a “rolling basis,” pursuant to the terms of the FundOffering Circular. As a result, not all investors will receive their Shares on the same date. (c) This subscription may accept be accepted or reject this Agreement, rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Shares that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its sole discretion. This Agreement will be deemed to be accepted by entirety, or in the Administrator and this Agreement will be binding against event the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all sale of the Subscription Amount will not be invested in the Portfolio Company Shares (or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amountany portion thereof) to the Subscriberan Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fundfull force and effect. (d) The Fund has terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the unrestricted right “Transferees”); provided, however, that for any such transfer to condition its acceptance of be deemed effective, the Subscriber’s subscription, Transferee shall have executed and delivered to the Company in whole or advance an instrument in part, upon form acceptable to the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund Company in its sole discretion, including an opinion of counsel pursuant to which the Subscriber, evidencing the legality of an investment in the Fund proposed Transferee shall acknowledge and agree to be bound by the Subscriber representations and warranties of Investor and the authority terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”)Company, in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those be withheld in this Agreement or amend its sole and supplement certain provisions of the LLC Agreement as it applies to such Membersabsolute discretion.

Subscription. AMOUNT OF INVESTMENT: $____________________________________ (a) This subscriptionThe undersigned (“Purchaser”) hereby subscribes to become a holder (“Noteholder”) of promissory notes in CF FUND II, when LLC, a Pennsylvania limited liability company (the “Company”), and if accepted by to purchase through his, her or its investment the Administratoramount of promissory notes (“Promissory Notes”) as indicated above, will constitute a commitment to contribute to the Fund the Subscription Amount all in accordance with the terms and conditions of this Subscription Agreement, the LLC Agreement. The Subscriber will be admitted as a Member Promissory Notes, the Articles of Organization (the Fund at the time this subscription is accepted by the Administrator“Articles”), and the Subscriber hereby irrevocably agrees to be bound by Offering Circular (the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund“Offering Circular”). (b) The AdministratorPurchaser acknowledges and agrees that this subscription cannot be withdrawn, on behalf terminated, or revoked. The Purchaser agrees to become a Noteholder and to be bound by all the terms and conditions of the Fund, may accept or reject this Agreement, in whole or in part, in its sole discretionPromissory Notes. This Agreement will subscription shall be deemed to be accepted binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Administrator Purchaser, except as expressly provided in the terms and this Agreement will be binding against conditions of the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedactual Promissory Notes. (c) This subscription may be rejected as a whole or in part by the Company in its sole and absolute discretion. If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreementsubscription is rejected, the Administrator may return such excess Subscription Amount (which may Purchaser’s funds shall be up to 100% of such Subscription Amount) to the Subscriber, in which case, returned to the extent so returned, the Subscriber of such rejection. This subscription shall be deemed to have automatically withdrawn from binding on the FundCompany only upon its acceptance of the same. (d) The Fund has Neither the unrestricted right to condition its execution nor the acceptance of this Subscription Agreement constitutes the SubscriberPurchaser as a Noteholder, shareholder or secured creditor of the Company. This is an agreement only to purchase the Promissory Notes on a when issued basis; and the Purchaser will become a Noteholder (and not a shareholder or secured creditor) only after the Purchaser’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel funds are duly transferred to the Subscriber, evidencing account of the legality of an investment in the Fund by the Subscriber Company and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition Promissory Notes are issued thereupon to the Purchaser. Until such time, the Purchaser shall have only those rights as may be set forth in this Subscription Agreement. SUBSCRIPTION AGREEMENT CF FUND II, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”).LLC (e) The Subscriber understands Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement, the Offering Circular, and the Promissory Notes. If Purchaser is deemed an Accredited Investor, the Company will rely upon the information provided in this Subscription Agreement to confirm that the Fund has entered into or expects Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act. If Purchaser is a non-accredited investor, the Company will rely upon the information provided in this Subscription Agreement to enter into separate subscription agreements with other investors which are or confirm that the Purchaser is sophisticated and meets the non-accredited suitability standards further outlined below, that will allow the investor to purchase Promissory Notes. (f) Each Purchaser’s Subscription Agreement will be substantially similar in all material respects to this Agreement providing for accepted or rejected by the admission Company within fifteen (15) days or sooner, of such other investors as Members in its receipt. If a Purchaser’s funds have not been deposited into the Fund. This Agreement and other separate subscription agreements are separate agreements account of the Company and the sale arrangements between Purchaser has not been accepted as a Noteholder within fifteen (15) days of delivering the Fund Subscription Agreement to the Company, the Company will automatically return the Purchaser his, her, or its funds and other investors are separate sales. The Subscriber also acknowledges that revoke the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such MembersSubscription Agreement.

Subscription. (a) Subject to the terms and conditions this Agreement, the Subscriber hereby irrevocably tenders this subscription (this “Subscription”) for an interest in the Fund (a “Interest”) in the amount set forth on the “Subscription Amount” line on the Subscriber’s applicable signature page hereto (the “Signature Page”). (b) This subscriptionSubscription, when and if accepted by the AdministratorGeneral Partner of the Fund, will constitute a commitment to contribute to the Fund that portion of the Subscription Amount accepted by the General Partner (the “Commitment”) in accordance with terms of the LLC Limited Partnership Agreement of the Fund, as the same may be further amended from time to time (the “Limited Partnership Agreement”), in the form separately furnished to the Subscriber. The Subscriber will be admitted as a Member of Limited Partner in the Fund at the time this subscription Subscription is accepted and executed by the AdministratorGeneral Partner, and the Subscriber hereby irrevocably agrees to be bound by the LLC Limited Partnership Agreement as a Member Limited Partner of the Fund and to perform all obligations contained in the LLC Limited Partnership Agreement, including making contributions to the Fund. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and may not be withdrawn by the Subscriber unless the General Partner rejects this Subscription. (bc) The AdministratorGeneral Partner, on behalf of the Fund, may accept or reject this AgreementSubscription, in whole or in part, in its sole discretion. This Agreement Subscription will be deemed to be accepted by the Administrator General Partner and this Agreement will be binding against the Administrator General Partner only upon acceptance execution and delivery to the Subscriber of the Acceptance of Subscription attached to this Agreement by the AdministratorAgreement. At the Closing, the General Partner will execute the Acceptance of Subscription and deliver notice of the Closing to the Subscriber will receive within a message on reasonable time after the Platform announcing the Administrator’s execution and acceptance of this AgreementClosing. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this . Failure to deliver a fully-completed and executed Subscription Agreement the Administrator determines that some or all of the Subscription Amount will not be invested may result in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the FundFund rejecting this Subscription. (d) The Fund General Partner has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund General Partner of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the this Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members Limited Partners in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator General Partner may enter into side letters with certain Members Limited Partners (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Limited Partnership Agreement as it applies to such MembersLimited Partners.

Subscription. (a) This subscriptionThe undersigned (“Purchaser”) hereby subscribes to become a Member in DLP LENDING FUND, when LLC, a Delaware limited liability company, (the “LLC”) and if accepted by to purchase the Administratornumber of limited liability membership interests (“Shares”) indicated above, will constitute a commitment to contribute to the Fund the Subscription Amount all in accordance with the terms and conditions of this Subscription Agreement, the LLC Operating Agreement (the “Operating Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator”), and the Subscriber hereby irrevocably agrees to be bound by Private Placement Memorandum dated January 1, 2017, as amended (the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund“Memorandum”). (b) The AdministratorPurchaser acknowledges and agrees that this subscription cannot be withdrawn, on behalf terminated, or revoked. The Purchaser agrees to become a Member of the Fund, may accept or reject this LLC and to be bound by all the terms and conditions of the Operating Agreement, in whole or in part, in its sole discretion. This Agreement will subscription shall be deemed to be accepted binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedPurchaser. (c) This subscription may be rejected as a whole or in part by the Manager in its sole and absolute discretion. If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreementsubscription is rejected, the Administrator may return such excess Subscription Amount (which may Purchaser’s funds shall be up to 100% of such Subscription Amount) to the Subscriber, in which case, returned to the extent so returned, the Subscriber of such rejection. This subscription shall be deemed to have automatically withdrawn from binding on the FundLLC only upon acceptance by the Manager. (d) The Fund has Neither the unrestricted right to condition its execution nor the acceptance of this Subscription Agreement constitutes the SubscriberPurchaser a Member of the LLC. This is an agreement to purchase the Shares on a when issued basis; and the Purchaser will become a Member only when the Purchaser’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel funds are transferred to the Subscriber, evidencing account of the legality of an investment in the Fund by the Subscriber LLC and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition Shares are issued to the Purchaser. Until that time, the Purchaser shall have only the rights set forth in this Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement, the Memorandum, and the Operating Agreement. The LLC will rely upon the information provided in this Subscription Agreement and in the attached Investor Questionnaire to confirm that the Fund has entered into Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act who are U.S. or expects to enter into separate subscription agreements with other investors which are foreign investors, or one of thirty-five (35) non-Accredited U.S. or foreign Investors that will be substantially similar in all material respects allowed to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Memberspurchase Shares.

Subscription. (a) This subscription, when and if accepted by the Administrator, will constitute a commitment to contribute to the Fund the Subscription Amount in accordance with terms of the LLC Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administrator, on behalf of the Fund, may accept or reject this Agreement, in whole or in part, in its sole discretion. This Agreement will be deemed to be accepted by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company Investment or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) This subscription, when and if accepted by the Administrator, will constitute a commitment to contribute to the Fund the Subscription Amount in accordance with terms As of the LLC Agreement. The Subscriber will be admitted as a Member of date written above (the Fund at the time this subscription is accepted by the Administrator“Subscription Date”), and the Subscriber hereby irrevocably subscribes for and agrees to be bound by the LLC Agreement as a Member of the Fund purchase from ITAC, and ITAC agrees to perform all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administrator, on behalf of the Fund, may accept or reject this Agreement, in whole or in part, in its sole discretion. This Agreement will be deemed to be accepted by the Administrator issue and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) sell to the Subscriber, such number of Common Shares as is set forth on the signature page of this Subscription Agreement (together with any equity securities of ARBE that may be issued in which caseexchange therefor pursuant to this Subscription Agreement or the Transaction Agreement in connection with the Transaction, the “Shares”) at the Purchase Price per Share and on the terms provided for herein. Notwithstanding anything contained herein to the contrary, the parties hereto hereby acknowledge and agree that ARBE shall have the right, at its sole discretion, to instead (and without duplication) issue and sell to the Subscriber, and cause the Subscriber to instead directly purchase from ARBE such number of ARBE’s ordinary shares with a nominal value of NIS 0.01 per share (“ARBE Shares”) as is set forth on the signature page of this Subscription Agreement at the Closing (which, for the avoidance of doubt, shall occur after giving effect to the Recapitalization (as defined in the Transaction Agreement) (the “Recapitalization”)) at the Purchase Price in lieu of the Common Shares from ITAC in accordance with this Subscription Agreement, and in such event ARBE will deliver the ARBE Shares directly to the Subscriber (the “Direct Purchase Election”). In the event of a Direct Purchase Election, any reference in this Subscription Agreement to the Shares or Common Shares will mean, to the extent so returnedreasonably applicable, the Subscriber shall be deemed ARBE Shares that are directly being issued by ARBE in lieu of the Common Shares that were to have automatically withdrawn from been issued by ITAC pursuant to this Subscription Agreement and then exchanged for ARBE Shares pursuant to the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscriptionTransaction Agreement, in whole or in part, upon the receipt by the Fund of and any additional instruments (including any designationsand all undertakings, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel warranties or covenants with respect to the SubscriberOffering, evidencing the legality of an investment in the Fund as set forth hereunder by the Subscriber towards ITAC, shall be also be for the benefit of ARBE, and the authority ARBE shall also have all of the person executing the Agreement on behalf rights, privileges and authorities of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”)ITAC with respect thereto. (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) This subscriptionIn accordance with the terms and conditions of the Confidential Placement Memorandum, when the Subscriber, intending to be legally bound, hereby irrevocably subscribes for and if agrees to purchase the number of Units set forth on the signature page hereto and to pay the purchase price for said Units in immediately available funds contemporaneously with the execution and delivery of this Subscription Agreement. The execution and delivery of this Agreement by the Subscriber will not constitute an agreement between the Subscriber and the Company until this Agreement has been accepted by the AdministratorCompany evidenced by receipt by the Subscriber of an acceptance page of this Agreement signed by the Company, will constitute a commitment to contribute and then subject to the Fund the Subscription Amount in accordance with terms and conditions of the LLC this Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administrator, on behalf of the Fund, may accept understands that acceptance or reject this Agreementrejection, in whole or in part, in its sole discretion. This Agreement will be deemed to be accepted by the Administrator Company and/or the Placement Agent (as defined herein) of the subscription and this Agreement will be binding against agreement of the Administrator only upon acceptance Subscriber to purchase the Units is within the sole and absolute discretion of this Agreement by the AdministratorCompany and/or the Placement Agent, and the Company may reject any subscription in whole or in part, for any reason or without reason. At the ClosingLikewise, the Subscriber will receive understands acknowledges and agrees that acceptance by the Company and/or the Placement Agent of any subscription of a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, is predicated upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation representations and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf warranties of the Subscriber (collectively the “Additional Documents”)as set forth hereinafter and that SUBSCRIPTIONS, in addition to the Subscription AgreementONCE RECEIVED BY THE COMPANY AND/OR THE PLACEMENT AGENT, its exhibitsARE IRREVOCABLE BY THE SUBSCRIBER, and any documents incorporated by reference therein (these “Subscription Documents”)AND, THEREFORE, MAY NOT BE WITHDRAWN. (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) This subscriptionThe Subscriber acknowledges and agrees that this subscription (i) is irrevocable on the part of the Subscriber, when and if accepted (ii) is conditioned upon acceptance by the Administrator, will constitute a commitment to contribute to relevant Company or Companies and (iii) may be accepted or rejected in whole or in part by the Fund the Subscription Amount relevant Company or Companies in accordance with terms of the LLC Agreementits or their sole discretion at any time. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by all the LLC Agreement as a Member terms and provisions of the Fund and to perform all obligations contained this Subscription Agreement, each applicable Memorandum, each Company’s bylaws, in the LLC Agreementform attached hereto as Appendix B (as amended and restated from time to time, including making contributions to the Fund. (b) The Administrator“Bylaws”), on behalf the Certificate of the Fund, may accept or reject this AgreementIncorporation of each Company, in whole or in partthe form attached hereto as Appendix C (as amended and restated from time to time, the “Charter”), each Investment Advisory Agreement by and between LS BDC Adviser, LLC (the “Adviser”) and each Company, in its sole discretion. This Agreement will be deemed to be accepted by the Administrator form attached hereto as Appendix D (as amended, the “Advisory Agreement”), and this Agreement will be binding against the Administrator only upon acceptance of this each Administration Agreement by the Administrator. At the Closingand between each Company and LS Administration, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. LLC (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional DocumentsAdministrator”), in addition to the Subscription form attached hereto as Appendix E (as amended, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, its exhibits, and any documents incorporated by reference therein (these the “Subscription Operative Documents”). (eb) In reliance upon the representations and warranties contained in this Subscription Agreement, you irrevocably subscribe for and agree to purchase Shares, on the terms and conditions described in this Subscription Agreement and in the Operative Documents, for an aggregate purchase price equal to the portion of your requested Commitment to each Company that is accepted by each such Company under the terms and conditions set forth herein. You agree to fund a capital contribution to purchase Shares (up to the amount of your Undrawn Commitment, as defined below) each time each such Company delivers a drawdown notice (the “Drawdown Notice”) to you, which notice shall be delivered in respect of such Commitment at least 10 business days (as defined in Rule 14d-1 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”) (“Business Days”)) prior to the required funding date (each, a “Drawdown Date,” which, for the avoidance of doubt, excludes any Catch-Up Date (as defined below)). New Shares shall be issued on each Drawdown Date or Catch-Up Date, in respect of the applicable drawdown. The minimum Commitment is $1,000,000.00, subject to the discretion of the Company to accept a lower amount. (c) The delivery of a Drawdown Notice to the Subscriber understands that shall be the Fund sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase Price or Catch-Up Purchase Price (as defined below) (or portion thereof), as applicable, identified in each Drawdown Notice. (d) Each relevant Company shall file or has filed a registration statement on Form 10 (as amended from time to time, the “Registration Statement”) for the registration of its common stock with the U.S. Securities and Exchange Commission (the “SEC”) under the Exchange Act. The Registration Statements are not the offering documents pursuant to which the Companies are conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained or incorporated by reference in the Memorandum, together with reports the Companies may file under the Exchange Act from time to time, in making its investment decisions. The Companies have entered into or expects to enter into separate subscription agreements Subscription Agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors which are or will be substantially similar in all material respects to this Agreement (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the admission sale of such other investors as Members in Shares to the FundOther Investors. This Subscription Agreement and other separate subscription agreements the Other Subscription Agreements are separate agreements agreements, and the sale arrangements between sales of Shares to the Fund undersigned and other investors the Other Investors are to be separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) This subscriptionThe undersigned (“Purchaser”) hereby subscribes to become a Member in CARDONE EQUITY FUND X, when LLC, a Delaware limited liability company (the “Fund”), and if accepted by to purchase the Administratornumber of limited liability membership interests (“Interests” or “Class A Units”) indicated above, will constitute a commitment to contribute to the Fund the Subscription Amount all in accordance with the terms and conditions of this Subscription Agreement, the LLC Limited Liability Company Operating Agreement dated as of September 1, 2020 (as amended, the “Operating Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator”), and the Subscriber hereby irrevocably Private Placement Memorandum dated September 1, 2020, as may be amended from time to time (the “Memorandum”). (b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to be bound by the LLC Agreement as become a Member of the Fund and to perform be bound by all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administrator, on behalf terms and conditions of the Fund, may accept or reject this Operating Agreement, in whole or in part, in its sole discretion. This Agreement will subscription shall be deemed to be accepted binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedPurchaser. (c) This subscription may be rejected as a whole or in part by the Manager in its sole and absolute discretion. The Manager is Cardone Capital, LLC, a Delaware limited liability corporation. If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all subscription is rejected, due to oversubscription of the Subscription Amount will not be invested in the Portfolio Company fund or otherwise applied in accordance with the LLC Agreementotherwise, the Administrator may return such excess Subscription Amount (which may be up Purchaser shall have the option to 100% of such Subscription Amount) to the Subscriber, in which case, have their funds returned to the extent so returnedof such rejection, the Subscriber or to transfer funds to additional investment opportunities, if available. This subscription shall be deemed to have automatically withdrawn from binding on the FundFund only upon acceptance by the Manager and receipt of in full of an Investor’s Capital Commitment. (d) The Fund has Neither the unrestricted right to condition its execution nor the acceptance of this Subscription Agreement constitutes the SubscriberPurchaser to be a Member of the Fund. This is an agreement to purchase the Interests on a when issued basis; and the Purchaser will become a Member only when the Purchaser’s subscription, in whole or in part, upon funds are transferred to the receipt by account of the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel Interests are issued to the SubscriberPurchaser. Until that time, evidencing the legality of an investment Purchaser shall have only the rights set forth in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the this Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement, the Memorandum, and the Operating Agreement. The Fund will rely upon the information provided in this Subscription Agreement and in the attached accredited investor questionnaire to confirm that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar Purchaser is an “Accredited Investor” as defined in all material respects to this Agreement providing for Regulation D promulgated under the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such MembersAct.

Subscription. Subscriber, intending to be legally bound, applies to purchase Units in and become a member (a“Member”) This subscriptionof Fund, when for the subscription amount set forth in the Agreement Signature Pages (“Commitment”), on the terms and if accepted by conditions described in this Agreement, in the Administrator, will constitute a commitment to contribute to Memorandum and in the Fund the Subscription Amount in accordance with terms of the LLC Operating Agreement. The Subscriber will be admitted as a understands and agrees that Managing Member of reserves the Fund at the time this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably agrees right to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administrator, on behalf of the Fund, may accept or reject this Agreement, in whole or in part, for any reason or no reason, and at any time prior to its acceptance. If the Agreement is rejected, the subscription amount will be returned promptly to Subscriber, without interest, and this Agreement will have no further force or effect. Admission of Subscriber as a Member of Fund will occur only upon the Initial Closing Date, as defined in the Memorandum. Subscriber acknowledges and agrees that by its sole discretionexecution of this Agreement, and upon acceptance by Managing Member, it will become a party to the Operating Agreement and expressly agrees to each term of the Operating Agreement. Subscriber acknowledges and agrees that, if Subscriber’s subscription to purchase such Units (“Subscription”) is accepted by Fund in whole or in part, Subscriber will be a party to the Operating Agreement and a Member of Fund. This Agreement Subscription will be deemed to be accepted by the Administrator Managing Member, and this Agreement will be binding against the Administrator on Managing Member only upon acceptance execution and delivery to Subscriber of the Acceptance of Subscription attached to this Agreement by the AdministratorAgreement. At the closing of the sale and purchase of Units of Fund (“Closing”), Managing Member will execute the Acceptance of Subscription and deliver notice of the Closing to Subscriber will receive within a message on reasonable time after the Platform announcing the Administrator’s execution and acceptance of this AgreementClosing. Upon acceptance, the Subscriber will be issued the Interest Units for which it has subscribed. (c) If following the Administrator’s acceptance of this . Failure to deliver a fully completed and executed Agreement the Administrator determines that some or all of the Subscription Amount will not be invested may result in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund rejecting this Subscription. Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscriptionSubscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber’s counsel, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the this Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber. Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the of Fund. This Agreement and other separate subscription agreements are separate agreements agreements, and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator Managing Member may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Operating Agreement as it applies to such Members. Subscriber acknowledges and agrees that, except as may be provided under applicable state securities laws, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements or the power of attorney of Subscriber upon acceptance by Managing Member. Subscriber also acknowledges and agrees that this Agreement and such agreements and power of attorney will survive: any changes in the transaction, documents and instruments from the description provided in the Memorandum which in the aggregate are not material or which are contemplated by the Memorandum; and the subsequent death, disability, incapacity, and incompetence, termination, bankruptcy, insolvency or dissolution (as applicable) of Subscriber, provided that if Managing Member does not accept this Subscription Agreement or a Closing, this Agreement, all agreements and the power of attorney of Subscriber will be cancelled and this Subscription Agreement and the subscription amount will be returned to Subscriber without interest. Subscriber acknowledges and agrees that payment of the Commitment and Subscription Fee in good funds must be received by Fund prior to the Closing or such earlier date as may be set by Fund from time to time for the applicable offering, which Subscriber’s financial advisor will facilitate. Subscriber agrees not to offer, sell, transfer, pledge, hypothecate or otherwise dispose of, directly or indirectly, all or any part of the Units or any interest therein, except in accordance with the terms and provisions of the Operating Agreement and applicable law. Subscriber acknowledges and agrees that the distribution of this Agreement, the Operating Agreement, or any other materials in connection with the Units does not constitute an offer to sell or the solicitation of an offer to buy in any state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction and that such distribution and the offer and sale of the Units in certain jurisdictions may be restricted by law. Subscriber acknowledges and agrees that no Member or other person holding Units acquired from a Member will have the right to require Fund to redeem those Units or any portion of them.

Subscription. (a) This subscriptionThe undersigned (“Purchaser”) hereby subscribes to become a Limited Partner in APEX REAL ESTATE OPPORTUNITY FUND I, when L.P. a Delaware Limited Partnership, (the “Fund”) and if accepted by to purchase the Administratornumber of limited partnership interests (“Shares”) indicated above, will constitute a commitment to contribute to the Fund the Subscription Amount all in accordance with the terms and conditions of this Subscription Agreement, the LLC Limited Partnership Agreement (the “Limited Partnership Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator”), and the Subscriber hereby irrevocably agrees Confidential Offering Memorandum dated March 31, 2024, as may be amended from time to be bound by time (the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund“Memorandum”). (b) The AdministratorPurchaser acknowledges and agrees that this subscription cannot be withdrawn, on behalf terminated, or revoked. The Purchaser agrees to become a Limited Partner of the Fund, may accept or reject this Fund and to be bound by all the terms and conditions of the Limited Partnership Agreement, in whole or in part, in its sole discretion. This Agreement will subscription shall be deemed to be accepted binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedPurchaser. (c) This subscription may be rejected as a whole or in part by the GP in its sole and absolute discretion. If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreementsubscription is rejected, the Administrator may return such excess Subscription Amount (which may Purchaser’s funds shall be up to 100% of such Subscription Amount) to the Subscriber, in which case, returned to the extent so returned, the Subscriber of such rejection. This subscription shall be deemed to have automatically withdrawn from binding on the FundFund only upon acceptance by the GP. (d) The Fund has Neither the unrestricted right to condition its execution nor the acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the this Subscription Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands guarantees that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or Purchaser will be substantially similar in all material respects to this Agreement providing for the admission become a Limited Partner of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements is an agreement to purchase the Shares on a when issued basis; and the sale arrangements between Purchaser will become a Limited Partner only when the Purchaser’s funds are transferred to the account of the Fund and other investors the Shares are separate salesissued to the Purchaser. Until that time, the Purchaser shall have only the rights set forth in this Subscription Agreement. The Subscriber also acknowledges Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement, the Memorandum, and the Limited Partnership Agreement. The Fund will rely upon the information provided in this Subscription Agreement and in the attached Investor Questionnaire to confirm that the Administrator may enter into side letters with certain Members Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act who are U.S. or foreign investors, or one of thirty-five (which may include the Subscriber35) which contain terms different from those in this Agreement non-Accredited U.S. or amend and supplement certain provisions of the LLC Agreement as it applies foreign Investors that will be allowed to such Memberspurchase Shares.

Subscription. (a) This subscriptionThe undersigned (“Purchaser”) hereby subscribes to become a Limited Partner in XXXXXX CAPITAL LP, when a Delaware limited partnership, (the “Fund”) and if accepted by to purchase the Administratornumber of Limited Partnership units (“Units”) indicated above, will constitute a commitment to contribute to the Fund the Subscription Amount all in accordance with the terms and conditions of this Subscription Agreement, the LLC Fund’s Partnership Agreement (the “Fund Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator”), and the Subscriber hereby irrevocably agrees Offering Circular dated March 1, 2020, as may be amended from time to be bound by time (the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund“Circular”). (b) The AdministratorPurchaser acknowledges and agrees that this subscription cannot be withdrawn, on behalf terminated, or revoked. The Purchaser agrees to become a Limited Partner of the Fund, may accept or reject this Fund and to be bound by all the terms and conditions of the Fund Agreement, in whole or in part, in its sole discretion. This Agreement will subscription shall be deemed to be accepted binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedPurchaser. (c) This subscription may be rejected as a whole or in part by the General Partner in its sole and absolute discretion. If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreementsubscription is rejected, the Administrator may return such excess Subscription Amount (which may Purchaser’s funds shall be up to 100% of such Subscription Amount) to the Subscriber, in which case, returned to the extent so returned, the Subscriber of such rejection. This subscription shall be deemed to have automatically withdrawn from binding on the FundFund only upon acceptance by the General Partner. (d) The Fund has Neither the unrestricted right to condition its execution nor the acceptance of this Subscription Agreement constitutes the SubscriberPurchaser a Limited Partner of the Fund. This is an agreement to purchase the Units on a when issued basis; and the Purchaser will become a Limited Partner only when the Purchaser’s subscription, in whole or in part, upon funds are transferred to the receipt by account of the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel Units are issued to the SubscriberPurchaser. Until that time, evidencing the legality of an investment Purchaser shall have only the rights set forth in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the this Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement, the Circular, and the Fund Agreement. The Fund will rely upon the information provided in this Subscription Agreement and in the attached Investor Questionnaire to confirm that the Fund has entered Purchaser meets the requirements to invest into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that as stipulated in Regulation A promulgated under the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such MembersAct.

Subscription. (a) Subject to the terms and conditions this Agreement, the Subscriber hereby irrevocably tenders this subscription (this "Subscription") for an interest in the Fund (an "Interest") in the amount set forth on the "Subscription Amount" line on the Subscriber's applicable signature page hereto. (b) This subscriptionSubscription, when and if accepted by the AdministratorManager, will constitute a commitment to contribute to the Fund that portion of the Subscription Amount accepted by the Manager in accordance with terms of the LLC Operating Agreement, in the form separately furnished to the Subscriber. The Subscriber will be admitted as a Member of in the Fund at the time this subscription Subscription is accepted and executed by the AdministratorManager, and the Subscriber hereby irrevocably agrees to be bound by the LLC Operating Agreement as a Member of the Fund and to perform all obligations contained in the LLC Operating Agreement, including making contributions to the Fund. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and may not be withdrawn by the Subscriber unless the Manager rejects this Subscription. (bc) The AdministratorManager, on behalf of the Fund, may accept or reject this AgreementSubscription, in whole or in part, in its sole discretion. This Agreement Subscription will be deemed to be accepted by the Administrator Manager and this Agreement will be binding against the Administrator Manager only upon acceptance execution of the Acceptance of Subscription attached to this Agreement by the AdministratorAgreement. At the Closing, the Manager will execute the Acceptance of Subscription and deliver notice of the Closing to the Subscriber will receive within a message on reasonable time after the Platform announcing the Administrator’s execution and acceptance of this AgreementClosing. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this . Failure to deliver a fully completed and executed Subscription Agreement the Administrator determines that some or all of the Subscription Amount will not be invested may result in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the FundFund rejecting this Subscription. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s 's subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the this Agreement on behalf of the Subscriber (collectively the “"Additional Documents”"), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator Manager may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Operating Agreement as it applies to such Members. (f) The Subscriber will send its Subscription Amounts in U.S. dollars unless otherwise instructed. Subscriber is responsible for any bank fees with respect to its transmittal of funds to the Fund and, if Subscriber sends funds in a currency other than U.S. dollars (unless otherwise instructed), Subscriber will be responsible for any currency conversions fees incurred by the Fund or the Manager in converting Subscriber's funds into U.S. dollars.

Subscription. (a) Certain Capitalized terms not defined herein shall have the meanings set forth on Exhibit A, attached hereto. (b) Subject to the terms and conditions hereof, the Subscriber hereby irrevocably tenders this subscription (this “Subscription”) for units of Class A membership interests in the Company (a “Class A Units”) by paying the amount agreed upon by the Company and the Subscriber (“Subscription Amount”). (c) This subscriptionSubscription, when and if accepted by the AdministratorCompany, as manager of the Company, will constitute a commitment to contribute to the Fund Company that portion of the Subscription Amount accepted by the Company (the “Commitment”) in accordance with terms of the LLC Operating Agreement of the Company, as the same may be further amended from time to time (the “Company Agreement. ”), in accordance with the Delivery Instructions attached hereto as Exhibit B. The Subscriber will shall be admitted as a Member of in the Fund Company (“Member”) at the time this subscription Subscription is accepted and executed by the Administrator, Company and the Subscriber hereby irrevocably agrees to be bound by the LLC Company Agreement as a Member of the Fund thereunder and to perform all obligations contained in the LLC Agreementthereunder, including making contributions to the FundCompany in accordance with the terms thereof. (bd) The AdministratorManaging Member, on behalf of the FundCompany, may accept or reject this AgreementSubscription, in whole or in part, in its sole discretion. This Agreement will Subscription shall be deemed to be accepted by the Administrator Company and this Agreement will shall be binding against the Administrator Company only upon acceptance of this Agreement by the AdministratorCompany accepting the subscription. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will shall be issued the Interest Class A Units for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (de) The Fund Company has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund Company of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund Company in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund Company by the Subscriber and the authority of the person executing the this Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (ef) The Subscriber understands that the Fund Company has entered into or expects to enter into separate subscription agreements with other investors which are or will shall be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the FundCompany. This Agreement and other such separate subscription agreements are separate agreements and the Subscription Agreement page 1 sale arrangements between the Fund Company and such other investors are separate sales. The Subscriber also acknowledges that the Administrator Company may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Company Agreement as it applies to such Members.

Subscription. (a) Certain Capitalized terms not defined herein shall have the meanings set forth on Exhibit A, attached hereto. (b) Subject to the terms and conditions hereof, the Subscriber hereby irrevocably tenders this subscription (this "Subscription") for units of Class A membership interests in the Company (a "Class A Units") by paying the amount agreed upon by the Company and the Subscriber ("Subscription Amount"). The Company is offering the Class A Units pursuant to the Company's Form 1A and Offering Circular (the "Circular") and the terms and conditions set forth therein. (c) This subscriptionSubscription, when and if accepted by the AdministratorCompany, as manager of the Company, will constitute a commitment to contribute to the Fund Company that portion of the Subscription Amount accepted by the Company (the "Commitment") in accordance with terms of the LLC Operating Agreement of the Company, as the same may be further amended from time to time (the "Company Agreement. "), in accordance with the Delivery Instructions attached hereto as Exhibit B. The Subscriber will shall be admitted as a Member of in the Fund Company ("Member") at the time this subscription Subscription is accepted and executed by the Administrator, Company and the Subscriber hereby irrevocably agrees to be bound by the LLC Company Agreement as a Member of the Fund thereunder and to perform all obligations contained in the LLC Agreementthereunder, including making contributions to the FundCompany in accordance with the terms thereof. (bd) The AdministratorManaging Member, on behalf of the FundCompany, may accept or reject this AgreementSubscription, in whole or in part, in its sole discretion. This Agreement will Subscription shall be deemed to be accepted by the Administrator Company and this Agreement will shall be binding against the Administrator Company only upon acceptance of this Agreement by the AdministratorCompany accepting the subscription. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will shall be issued the Interest Class A Units for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (de) The Fund Company has the unrestricted right to condition its acceptance of the Subscriber’s 's subscription, in whole or in part, upon the receipt by the Fund Company of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund Company in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund Company by the Subscriber and the authority of the person executing the this Agreement on behalf of the Subscriber (collectively the “"Additional Documents”"), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (ef) The Subscriber understands that the Fund Company has entered into or expects to enter into separate subscription agreements with other investors which are or will shall be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the FundCompany. This Agreement and other such separate subscription agreements are separate agreements and the sale arrangements between the Fund Company and such other investors are separate sales. The Subscriber also acknowledges that the Administrator Company may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Company Agreement as it applies to such Members.

Subscription. (a) This subscriptionIn accordance with the terms and conditions of the Confidential Placement Memorandum, when the Subscriber, intending to be legally bound, hereby irrevocably subscribes for and if agrees to purchase the number of Units set forth on the signature page hereto and to pay the purchase price for said Units in immediately available funds contemporaneously with the execution and delivery of this Agreement. The execution and delivery of this Agreement by the Subscriber will not constitute an agreement between the Subscriber and the Company until this Agreement has been accepted by the AdministratorCompany evidenced by receipt by the Subscriber of an acceptance page of this Agreement signed by the Company, will constitute a commitment to contribute and then subject to the Fund the Subscription Amount in accordance with terms and conditions of the LLC this Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administrator, on behalf of the Fund, may accept understands that acceptance or reject this Agreementrejection, in whole or in part, in its sole discretion. This Agreement will be deemed to be accepted by the Administrator Company and/or the Placement Agent (as defined herein) of the subscription and this Agreement will be binding against agreement of the Administrator only upon acceptance Subscriber to purchase the Units is within the sole and absolute discretion of this Agreement by the AdministratorCompany and/or the Placement Agent, and the Company may reject any subscription in whole or in part, for any reason or without reason. At the ClosingLikewise, the Subscriber will receive understands, acknowledges and agrees that acceptance by the Company and/or the Placement Agent of any subscription of a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, is predicated upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation representations and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf warranties of the Subscriber (collectively the “Additional Documents”)as set forth hereinafter and that SUBSCRIPTIONS, in addition to the Subscription AgreementONCE RECEIVED BY THE COMPANY AND/OR THE PLACEMENT AGENT, its exhibitsARE IRREVOCABLE BY THE SUBSCRIBER, and any documents incorporated by reference therein (these “Subscription Documents”)AND, THEREFORE, MAY NOT BE WITHDRAWN. (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) This subscription, when and if accepted by the Administrator, will constitute a commitment a. Subject to contribute to the Fund the Subscription Amount in accordance with terms of the LLC AgreementDIR Contract No. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the AdministratorDIR-CPO-4429, and the Subscriber CLIENT purchasing the User Subscription, the restrictions set forth in this Section and other terms and conditions of this Agreement, MERIDIAN hereby irrevocably grants to the CLIENT, a non-exclusive, non-transferable right to permit the Authorized Users of the CLIENT to (i) use such Services; and (ii) display such Services solely for the purpose of exercising CLIENT’s rights and performing CLIENT’s obligations hereunder. The foregoing subscription is subject to DIR Contract No. DIR-CPO- 4429, the restrictions below and the other terms and conditions of this Agreement. Services shall be used during the Subscription Terms solely for the CLIENT’s Internal Business Operations. b. In relation to the Authorized Users, the CLIENT agrees that: i. the maximum number of Authorized Users that it authorizes to access and use the Services shall not exceed the number of User Subscriptions CLIENT has purchased; ii. CLIENT will not allow any User Subscription to be bound used by more than one individual Authorized User during an annual subscription term. A license can be reassigned in its entirety upon the LLC Agreement as a Member next annual subscription term to another individual Authorized User, in which case the prior Authorized User shall be flagged inactive and no longer have any right to access or use the Services; iii. MERIDIAN will monitor the actual number of Authorized Users to ensure compliance with Item (2)(a)(b) above during the annual subscription term. c. The CLIENT will not intentionally access, store, distribute or transmit any viruses, Trojans or any and all malicious code, or any material during the course of its use of the Fund Services that as outlined below. In the event any of the identified items occur, CLIENT will remove and to perform all obligations contained in the LLC Agreement, including making contributions promptly notify MERIDIAN immediately if there is potential harm to the Fundsoftware. (b) i. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; ii. facilitates illegal activity; iii. depicts sexually explicit images; iv. promotes unlawful violence; v. is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; vi. causes damage or injury to any person or property; or vii. infringes on third party intellectual property, copyright or trademark rights. MERIDIAN reserves the right, without liability to the CLIENT, to disable the CLIENT’s access to any material that breaches the provisions of this clause. d. The Administrator, on behalf of CLIENT shall not except to the Fund, may accept or reject extent expressly permitted under this Agreement: i. attempt to reproduce, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute, in whole or in part, any portion of the Software and/or Documentation (as applicable) in its sole discretionany form or media or by any means; ii. This Agreement will be deemed attempt to be accepted reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software; iii. access all or any part of the Services and/or Documentation in order to build a product or service which competes with the Services, Software and/or the Documentation provided by this Agreement; iv. use the Administrator and Services, and/or Documentation to provide services to third parties; or v. subject to the Assignment Section, license, sublicense, sell, rent, lease, transfer, subcontract, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, and/or Documentation available to any third party except the Authorized Users, or vi. attempt to obtain, or assist third parties in obtaining, access to the Services, and/or Documentation, other than as provided under this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closingclause. e. The CLIENT shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Subscriber will receive a message on Services, and/or the Platform announcing Documentation and, in the Administrator’s execution event of any such unauthorized access or use, promptly notify MERIDIAN. The rights provided under this Section are granted to the CLIENT only, and acceptance of this Agreement. Upon acceptance, the Subscriber will shall not be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some considered granted to any subsidiary or all affiliate of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the FundCLIENT. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) This subscriptionThe undersigned (“Purchaser”) hereby subscribes to become a Member in THE CAVALLINO FUND, when LLC, a California limited liability company, (the “LLC”) and if accepted by to purchase the Administratornumber of limited liability membership interests (“Shares”) indicated above, will constitute a commitment to contribute to the Fund the Subscription Amount all in accordance with the terms and conditions of this Subscription Agreement, the LLC Operating Agreement (the “Operating Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator”), and the Subscriber hereby irrevocably agrees to be bound by Private Placement Memorandum (the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund“Memorandum”) dated 1/1/2019. (b) The AdministratorPurchaser acknowledges and agrees that this subscription cannot be withdrawn, on behalf terminated, or revoked. The Purchaser agrees to become a Member of the Fund, may accept or reject this LLC and to be bound by all the terms and conditions of the Operating Agreement, in whole or in part, in its sole discretion. This Agreement will subscription shall be deemed to be accepted binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedPurchaser. (c) This subscription may be rejected as a whole or in part by the Manager in its sole and absolute discretion. If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreementsubscription is rejected, the Administrator may return such excess Subscription Amount (which may Purchaser’s funds shall be up to 100% of such Subscription Amount) to the Subscriber, in which case, returned to the extent so returned, the Subscriber of such rejection. This subscription shall be deemed to have automatically withdrawn from binding on the FundLLC only upon acceptance by the Manager. (d) The Fund has Neither the unrestricted right to condition its execution nor the acceptance of this Subscription Agreement constitutes the SubscriberPurchaser a Member of the LLC. This is an agreement to purchase the Shares on a when issued basis; and the Purchaser will become a Member only when the Purchaser’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel funds are transferred to the Subscriber, evidencing account of the legality of an investment in the Fund by the Subscriber LLC and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition Shares are issued to the Purchaser. Until that time, the Purchaser shall have only the rights set forth in this Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement, the Memorandum, and the Operating Agreement. The LLC will rely upon the information provided in this Subscription Agreement to confirm that the Fund has entered into Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act, or expects to enter into separate subscription agreements with other investors which are or one of thirty-five (35) non-Accredited Investors that will be substantially similar in all material respects allowed to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Memberspurchase Shares.

Subscription. (a) This subscriptionThe undersigned (the “Purchaser”) hereby subscribes to purchase the number of Units inserted in the Signature Page below (minimum subscription $5,000) in XXXXXXXX NATURALS CORP. (the “Company”), when and if accepted by a Federal corporation, for the Administratoraggregate price inserted in the Signature Page, will constitute a commitment to contribute to the Fund the Subscription Amount all in accordance with the terms and conditions of this Subscription Agreement and the Exhibits attached hereto and made a part hereof, as the same may be amended or supplemented from time to time, including the Exhibits thereto (collectively, the “Offering Documents”). The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated or revoked. The Purchaser agrees to become a shareholder of the LLC Agreement. The Subscriber will be admitted as a Member Company if the Company, in its sole and absolute discretion, accepts any portion of this subscription, upon, and assuming, the Closing of the Fund at the time this Acquisition, as to which there is no assurance. This subscription is accepted not transferable or assignable by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the FundPurchaser. (b) The Administrator, on behalf of the Fund, This subscription may accept or reject this Agreement, in be rejected as a whole or in part, part by the Company in its sole and absolute discretion. If this subscription is rejected, the Purchaser’s funds shall be returned to the extent of such rejection, without interest, charge or deduction. This Agreement will be deemed to be accepted by the Administrator and this Agreement will subscription shall be binding against on the Administrator Company only upon acceptance of this Agreement by the AdministratorCompany and to the extent of such acceptance. At Until the ClosingPurchaser’s subscription is accepted or returned, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber Purchasers’ subscription will be issued the Interest for which it has subscribedheld in an Escrow Account, as set forth above. (c) If following This is an Agreement to purchase the AdministratorUnits on an if and when issued basis; and the Purchaser will become a Shareholder only when the Purchaser’s acceptance of this Agreement funds are transferred to the Administrator determines that some or all operating account of the Subscription Amount will not be invested in Company and after all other procedural requirements of the Portfolio Company or otherwise applied in accordance with offering of the LLC Agreement, the Administrator may return such excess Subscription Amount Shares (which may be up to 100% of such Subscription Amountthis “Offering”) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fundbeen completed. (d) The Fund has Purchaser’s rights and responsibilities will be governed by the unrestricted right to condition its acceptance terms and conditions of this Subscription Agreement and the Subscriber’s subscription, in whole or in part, any Offering Documents. The Company will rely upon the receipt information provided by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund Purchaser in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber this Subscription Agreement and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”)Appendix, in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands confirm that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar Purchaser is an “accredited investor” as defined in all material respects to this Agreement providing for Rule 501(a) of Regulation D promulgated under the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such MembersAct.

Subscription. (a) This subscriptionThe Subscriber acknowledges and agrees that this subscription (i) is irrevocable on the part of the Subscriber, when and if accepted (ii) is conditioned upon acceptance by the Administrator, will constitute a commitment to contribute to relevant Company or Companies and (iii) may be accepted or rejected in whole or in part by the Fund the Subscription Amount relevant Company or Companies in accordance with terms of the LLC Agreementits or their sole discretion at any time. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by all the LLC Agreement as a Member terms and provisions of the Fund and to perform all obligations contained this Subscription Agreement, each applicable Memorandum, each Company’s bylaws, in the LLC Agreementform attached hereto as Appendix B (as amended and restated from time to time, including making contributions to the Fund. (b) The Administrator“Bylaws”), on behalf the Certificate of the Fund, may accept or reject this AgreementIncorporation of each Company, in whole or in partthe form attached hereto as Appendix C (as amended and restated from time to time, the “Charter”), each Investment Advisory Agreement by and between LS BDC Adviser, LLC (the “Adviser”) and each Company, in its sole discretion. This Agreement will be deemed to be accepted by the Administrator form attached hereto as Appendix D (as amended, the “Advisory Agreement”), and this Agreement will be binding against the Administrator only upon acceptance of this each Administration Agreement by the Administrator. At the Closingand between each Company and LS Administration, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. LLC (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional DocumentsAdministrator”), in addition to the Subscription form attached hereto as Appendix E (as amended, the“Administration Agreement” and, together with the Memorandum, the Bylaws, the Charter and the Advisory Agreement, its exhibits, and any documents incorporated by reference therein (these the “Subscription Operative Documents”). (eb) In reliance upon the representations and warranties contained in this Subscription Agreement, you irrevocably subscribe for and agree to purchase Shares, on the terms and conditions described in this Subscription Agreement and in the Operative Documents, for an aggregate purchase price equal to the portion of your requested Commitment to each Company that is accepted by each such Company under the terms and conditions set forth herein. You agree to fund a capital contribution to purchase Shares (up to the amount of your Undrawn Commitment, as defined below) each time each such Company delivers a drawdown notice (the “Drawdown Notice”) to you, which notice shall be delivered in respect of such Commitment at least 10 business days (as defined in Rule 14d-1 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”) (“Business Days”)) prior to the required funding date (each, a “Drawdown Date,” which, for the avoidance of doubt, excludes any Catch-Up Date (as defined below)). New Shares shall be issued on each Drawdown Date or Catch-Up Date, in respect of the applicable drawdown. The minimum Commitment is $1,000,000.00, subject to the discretion of the Company to accept a lower amount. (c) The delivery of a Drawdown Notice to the Subscriber understands that shall be the Fund sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase Price or Catch-Up Purchase Price (as defined below) (or portion thereof), as applicable, identified in each Drawdown Notice. (d) Each relevant Company shall file or has filed a registration statement on Form 10 (as amended from time to time, the “Registration Statement”) for the registration of its common stock with the U.S. Securities and Exchange Commission (the “SEC”) under the Exchange Act. The Registration Statements are not the offering documents pursuant to which the Companies are conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained or incorporated by reference in the Memorandum, together with reports the Companies may file under the Exchange Act from time to time, in making its investment decisions. The Companies have entered into or expects to enter into separate subscription agreements Subscription Agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors which are or will be substantially similar in all material respects to this Agreement (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the admission sale of such other investors as Members in Shares to the FundOther Investors. This Subscription Agreement and other separate subscription agreements the Other Subscription Agreements are separate agreements agreements, and the sale arrangements between sales of Shares to the Fund undersigned and other investors the Other Investors are to be separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) This subscriptionThe undersigned (“Purchaser”) hereby subscribes to become a Member in DLP INCOME & GROWTH FUND I, when LLC, a Pennsylvania limited liability company, (the “LLC”) and if accepted by to purchase the Administratornumber of limited liability membership interests (“Shares”) indicated above, will constitute a commitment to contribute to the Fund the Subscription Amount all in accordance with the terms and conditions of this Subscription Agreement, the LLC Operating Agreement (the “Operating Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator”), and the Subscriber hereby irrevocably agrees to be bound by Private Placement Memorandum dated January 1, 2017, as amended (the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund“Memorandum”). (b) The AdministratorPurchaser acknowledges and agrees that this subscription cannot be withdrawn, on behalf terminated, or revoked. The Purchaser agrees to become a Member of the Fund, may accept or reject this LLC and to be bound by all the terms and conditions of the Operating Agreement, in whole or in part, in its sole discretion. This Agreement will subscription shall be deemed to be accepted binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedPurchaser. (c) This subscription may be rejected as a whole or in part by the Manager in its sole and absolute discretion. If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreementsubscription is rejected, the Administrator may return such excess Subscription Amount (which may Purchaser’s funds shall be up to 100% of such Subscription Amount) to the Subscriber, in which case, returned to the extent so returned, the Subscriber of such rejection. This subscription shall be deemed to have automatically withdrawn from binding on the FundLLC only upon acceptance by the Manager. (d) The Fund has Neither the unrestricted right to condition its execution nor the acceptance of this Subscription Agreement constitutes the SubscriberPurchaser a Member of the LLC. This is an agreement to purchase the Shares on a when issued basis; and the Purchaser will become a Member only when the Purchaser’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel funds are transferred to the Subscriber, evidencing account of the legality of an investment in the Fund by the Subscriber LLC and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition Shares are issued to the Purchaser. Until that time, the Purchaser shall have only the rights set forth in this Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement, the Memorandum, and the Operating Agreement. The LLC will rely upon the information provided in this Subscription Agreement and in the attached Investor Questionnaire to confirm that the Fund has entered into Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act who are U.S. or expects to enter into separate subscription agreements with other investors which are foreign investors, or one of thirty-five (35) non-Accredited U.S. or foreign Investors that will be substantially similar in all material respects allowed to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Memberspurchase Shares.

Subscription. By executing this Subscription Agreement electronically, the undersigned purchaser (the “Purchaser” or the “Investor”) hereby agrees to and acknowledges the following: (a) This subscriptionThe Purchaser is hereby making a binding subscription to become a holder (“Stockholder”) of Shares issued by YieldStreet Prism Fund Inc., when and if accepted a Maryland corporation (the “Company”) for the aggregate U.S. dollar purchase price amount elected by the Administrator, will constitute a commitment to contribute to Purchaser on the Fund the Subscription Amount in accordance with terms of the LLC Agreement. The Subscriber Platform (as will be admitted as a Member reflected on the Purchaser’s signature page of this Subscription Agreement) and on the Fund at the time terms and conditions set out in this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Subscription Agreement, including making contributions to the Fund. (b) The AdministratorPurchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to become a Stockholder and to be bound by all the terms and conditions contained in this Subscription Agreement. This subscription shall be binding on behalf the heirs, executors, administrators, successors and assigns of the Fund, may accept or reject this Agreement, in whole or in part, in its sole discretionPurchaser. This Agreement will be deemed to be accepted subscription is not transferable or assignable by the Administrator Purchaser, except as is provided in the Prospectus and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Subscription Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) This subscription may be rejected in whole or in part by the Company, in its sole and absolute discretion. If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreementsubscription is rejected, the Administrator may return such excess Subscription Amount Purchaser’s funds (which may including interest) shall be up to 100% of such Subscription Amount) to the Subscriber, in which case, returned to the extent so returned, the Subscriber of such rejection. This subscription shall be deemed to have automatically withdrawn from binding on the FundCompany only upon the acceptance of the same. The Purchaser agrees that it shall notify the Company immediately of any material change in any representation, warranty or statement made in this Subscription Agreement before acceptance on behalf of the Company of this subscription. (d) The Fund has Purchaser acknowledges and agrees that any ACH payments initiated by the unrestricted right Purchaser or on its behalf pursuant to condition this Subscription Agreement are irrevocable and non-refundable on and after the date on which the Shares are issued by the Company to the Purchaser, and the Purchaser hereby agrees to waive its acceptance rights effective on and after the date of the Subscriber’s subscriptionissuance of such Shares (i) to rescind or stop payment pursuant to Sections 3.7 and 3.11.2 of the 2018 NACHA Operating Rules, and (ii) to rescind payment under Section 1005 of Federal Regulation E, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel each case to the Subscriber, evidencing the legality of an investment in the Fund extent permitted by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”)applicable law. SUBSCRIPTION AGREEMENT YIELDSTREET PRISM FUND INC. (e) Neither the execution nor the acceptance of this Subscription Agreement constitutes the Purchaser as a Stockholder, owner or creditor of the Company. This Subscription Agreement is only an agreement to purchase the Shares on a when-issued basis; and the Purchaser will become a Stockholder only after (i) the Purchaser’s funds are duly transferred to the Company’s account, (ii) the Purchaser’s funds have cleared and (iii) the Shares are issued thereupon to the Purchaser. Until such time, the Purchaser shall have only those rights as may be set forth in this Subscription Agreement. (f) The Subscriber Purchaser agrees that the subscription for the Shares will become effective subject to acceptance of the same by the Company (in its sole and absolute discretion) and it shall become a Stockholder as set forth in Section 1(e) above. (g) The Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement, the Articles of Incorporation of the Company currently in effect and the Bylaws of the Company currently in effect. (h) The Purchaser understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or Shares will not be substantially similar issued in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate salescertificated form. The Subscriber also acknowledges that Purchaser may view on the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those Platform, in this Agreement or amend and supplement certain provisions its investment portfolio a record of the LLC Agreement as it applies to Shares held by such MembersPurchaser.

Subscription. (a) This subscriptionThe Subscriber acknowledges and agrees that this subscription (i) is irrevocable and binding on the part of the Subscriber, when and if accepted (ii) is conditioned upon acceptance by the Administrator, will constitute a commitment to contribute to Fund and (iii) may be accepted or rejected (for any reason or for no reason) in whole or in part by the Fund the Subscription Amount in accordance with terms of the LLC Agreementits sole discretion at any time. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administratorhas received and reviewed, and the Subscriber hereby irrevocably agrees to be bound by by, all the LLC Agreement as a Member terms and provisions of this Subscription Agreement, the Fund and to perform all obligations contained Memorandum, the Fund’s bylaws, in the form attached hereto as Appendix C (as amended and/or restated from time to time, the “Bylaws”), the Fund’s Amended and Restated Declaration of Trust, in the form attached hereto as Appendix D (as amended and/or restated from time to time, the “Declaration of Trust”), the Amended and Restated Investment Advisory Agreement by and between FS/KKR Advisor, LLC (the “Adviser”) and the Fund, in the form attached hereto as Appendix E (as amended and/or restated from time to time, the “Advisory Agreement”), and the Administration Agreement by and between the Adviser and the Fund, in the form attached hereto as Appendix F (as amended and/or restated from time to time, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Declaration of Trust and the Advisory Agreement, including making contributions to the Fund“Operative Documents”). (b) The AdministratorSubscriber agrees to purchase Shares for an aggregate purchase price (in U.S. dollars) equal to its Capital Commitment, on behalf payable at such times and in such amounts as required by the Fund, under the terms and subject to the conditions set forth herein. The minimum initial investment amount for Shares is $2,500, after which additional investments must be in increments of $500, each subject to the discretion of the Fund’s Placement Agents, may accept or reject this AgreementKKR Capital Markets LLC and FS Investment Solutions, in whole or in partLLC, in its sole discretion. This Agreement will be deemed to be accepted by which are affiliates of the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the ClosingAdviser (including, but not limited to, the Subscriber will receive discretion to accept a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedlower amount). (c) If following The Fund intends to commence operations as an investment company exempt from registration under the Administrator’s acceptance U.S. Investment Company Act of this Agreement 1940, as amended (the Administrator determines that some or all of “1940 Act”), in reliance on the Subscription Amount will not exemption contained in Section 3(c)(7) thereof, and thereafter intends to elect to be invested regulated as a business development company (“BDC”) under the 1940 Act, as described in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the FundMemorandum. (d) The Fund will file or has filed a registration statement on Form 10 (the unrestricted right “Registration Statement”) for the registration of its common stock with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Registration Statement is not the offering document pursuant to condition its acceptance which the Fund is conducting this offering of securities. Accordingly, the Subscriber’s subscriptionSubscriber should rely exclusively on information contained in the Operative Documents, together with reports and other documents the Fund may file under the Exchange Act from time to time, in whole or in part, upon the receipt by the making its investment decisions. The Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements Subscription Agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors which are or will be substantially similar in all material respects to this Agreement (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the admission sale of such other investors as Members in Shares to the FundOther Investors either on a capital commitment basis or for the immediate payment of cash against the immediate delivery of Shares (the “Immediate Share Issuance Basis”). This Subscription Agreement and other separate subscription agreements the Other Subscription Agreements are separate agreements agreements, and the sale arrangements between sales of Shares to the Fund undersigned and other investors the Other Investors are to be separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) This subscriptionThe undersigned (“Purchaser”) hereby subscribes to become a Member in THE CAVALLINO FUND, when LLC, a California limited liability company, (the “LLC”) and if accepted by to purchase the Administratornumber of limited liability membership interests (“Shares”) indicated above, will constitute a commitment to contribute to the Fund the Subscription Amount all in accordance with the terms and conditions of this Subscription Agreement, the LLC Operating Agreement (the “Operating Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator”), and the Subscriber hereby irrevocably agrees to be bound by Private Placement Memorandum (the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund“Memorandum”) dated 1/1/2016. (b) The AdministratorPurchaser acknowledges and agrees that this subscription cannot be withdrawn, on behalf terminated, or revoked. The Purchaser agrees to become a Member of the Fund, may accept or reject this LLC and to be bound by all the terms and conditions of the Operating Agreement, in whole or in part, in its sole discretion. This Agreement will subscription shall be deemed to be accepted binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedPurchaser. (c) This subscription may be rejected as a whole or in part by the Manager in its sole and absolute discretion. If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreementsubscription is rejected, the Administrator may return such excess Subscription Amount (which may Purchaser’s funds shall be up to 100% of such Subscription Amount) to the Subscriber, in which case, returned to the extent so returned, the Subscriber of such rejection. This subscription shall be deemed to have automatically withdrawn from binding on the FundLLC only upon acceptance by the Manager. (d) The Fund has Neither the unrestricted right to condition its execution nor the acceptance of this Subscription Agreement constitutes the SubscriberPurchaser a Member of the LLC. This is an agreement to purchase the Shares on a when issued basis; and the Purchaser will become a Member only when the Purchaser’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel funds are transferred to the Subscriber, evidencing account of the legality of an investment in the Fund by the Subscriber LLC and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition Shares are issued to the Purchaser. Until that time, the Purchaser shall have only the rights set forth in this Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement, the Memorandum, and the Operating Agreement. The LLC will rely upon the information provided in this Subscription Agreement to confirm that the Fund has entered into Purchaser is an “Accredited Investor” as defined in Regulation D promulgated under the Act, or expects to enter into separate subscription agreements with other investors which are or one of thirty-five (35) non-Accredited Investors that will be substantially similar in all material respects allowed to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Memberspurchase Shares.

Subscription. (a) This subscription, when The Subscriber acknowledges and if accepted agrees that this and any other subscription (i) is conditioned upon acceptance by the AdministratorFund, will constitute a commitment to contribute at which time it becomes irrevocable, unconditional and binding on the part of the Subscriber and (ii) may be rejected in whole or in part by the Fund in its sole discretion (for any reason or for no reason) in any order and at any time prior to the Fund the Subscription Amount in accordance with terms of the LLC AgreementClosing (as defined below). The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administratorhas received and reviewed, and the Subscriber hereby irrevocably agrees to be bound by by, all the LLC Agreement as a Member terms and provisions of this Subscription Agreement, the Fund and to perform all obligations contained Memorandum, the Fund’s bylaws, in the form attached hereto as Appendix C (as amended and/or restated from time to time, the “Bylaws”), the Fund’s Amended and Restated Declaration of Trust, in the form attached hereto as Appendix D (as amended and/or restated from time to time, the “Declaration of Trust”), the Amended and Restated Investment Advisory Agreement by and between FS/KKR Advisor, LLC (the “Adviser”) and the Fund, in the form attached hereto as Appendix E (as amended and/or restated from time to time, the “Advisory Agreement”), and the Administration Agreement by and between the Adviser and the Fund, in the form attached hereto as Appendix F (as amended and/or restated from time to time, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Declaration of Trust and the Advisory Agreement, including making contributions to the Fund“Operative Documents”). (b) The AdministratorSubscriber agrees to purchase Shares for the aggregate purchase price set forth on the signature page below, on behalf payable under the terms and subject to the conditions set forth herein. The minimum initial investment amount for Shares is $2,500, after which additional investments must be in increments of $500, each subject to the discretion of the Fund’s Placement Agents, may accept or reject this AgreementKKR Capital Markets LLC and FS Investment Solutions, in whole or in partLLC, in its sole discretion. This Agreement will be deemed to be accepted by which are affiliates of the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the ClosingAdviser (including, but not limited to, the Subscriber will receive discretion to accept a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedlower amount). (c) If following The Fund will file or has filed a registration statement on Form 10 (the Administrator’s acceptance “Registration Statement”) for the registration of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance its common stock with the LLC AgreementU.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the Administrator may return such excess Subscription Amount (“Exchange Act”). The Registration Statement is not the offering document pursuant to which may be up to 100% the Fund is conducting this offering of such Subscription Amount) to the Subscriber, in which case, to the extent so returnedsecurities. Accordingly, the Subscriber shall be deemed should rely exclusively on information contained in the Operative Documents, together with reports and other documents the Fund may file under the Exchange Act from time to have automatically withdrawn from the Fund. (d) time, in making its investment decisions. The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation entered and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements Subscription Agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors which are or will be substantially similar in all material respects to this Agreement (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the admission sale of such other investors as Members in Shares to the FundOther Investors either on a capital commitment basis (the “Capital Commitments Issuance Basis”) or for the immediate payment of cash against the immediate delivery of Shares. This Subscription Agreement and other separate subscription agreements the Other Subscription Agreements are separate agreements agreements, and the sale arrangements between sales of Shares to the Fund undersigned and other investors the Other Investors are to be separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) This subscription, when and if accepted by the Administrator, will constitute a commitment to contribute Subject to the Fund terms and conditions hereof, the Subscriber irrevocably subscribes for and agrees to purchase from the Company that number of Units set out on the cover of this Subscription Amount in accordance with terms Agreement at a price of CDN$0.2783 per Units. Each unit (each, a “Unit”) is to consist of one Common Share and one-half of one common share purchase warrant (each, a “Warrant”). Each Whole Warrant is exercisable into one Common Share (a “Warrant Share”) for a period of 24 months. The provisions of the LLC AgreementWarrants and the attributes and characteristics of the Warrants will be substantially as described herein and, otherwise, the Warrants will be in such form and contain such terms and provisions (including standard adjustment provisions) as is satisfactory to the Company, acting reasonably. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administrator, on behalf of the Fund, may accept or reject this Agreement, in whole or in part, in its sole discretion. This Agreement will be deemed to be accepted by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by terms and conditions set forth in these “Terms and Conditions of Subscription for Securities of Sky Guys Ltd.” (the Fund in its sole discretion“Terms”) including, including an opinion of counsel to without limitation, the Subscriberrepresentations, evidencing the legality of an investment warranties and covenants set forth in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber Terms (collectively with the cover page, the “Additional DocumentsSubscription Agreement”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also agrees that the Company may rely upon the Subscriber’s representations, warranties and covenants contained the Subscription Agreement to, among other things, determine if the Subscriber is eligible to purchase the Securities pursuant to applicable Securities Laws. The Subscriber acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those Securities will be subject to transfer restrictions as set forth in this Subscription Agreement, the Unanimous Shareholder Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such MembersCompany’s constating documents.

Subscription. Subject to the terms and conditions set forth in this subscription agreement (athe "Subscription Agreement") This subscriptionand the LLC Agreement, when the Subscriber hereby irrevocably subscribes for and if accepted by agrees to purchase shares of limited liability company interests ("Shares") of the Administrator, will constitute a commitment Fund. The Subscriber agrees to contribute to the Fund cash, or, if acceptable to the Subscription Amount 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 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 terms of the Memorandum and LLC Agreement. The Subscriber will be admitted as a Member acknowledges and agrees that the execution and delivery of the Fund at the time this subscription is accepted Subscription Agreement by the Administrator, Subscriber constitutes a binding and the Subscriber hereby irrevocably agrees irrevocable offer to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administrator, on behalf 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 Adviser or the Fund until accepted by the Adviser, and may accept or reject this Agreementbe rejected, in whole or in part, by the Adviser in its sole absolute discretion. This In the event the subscription is rejected in its entirety, this Subscription Agreement will shall have no force or effect and shall be deemed to be accepted void ab initio. Unless and until rejected by the Administrator and Adviser in its entirety, this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which casesubscription shall, to the fullest extent so returnedpermitted by applicable law, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of binding upon and irrevocable by the Subscriber’s subscription. The Subscriber acknowledges and agrees that if the subscription is accepted, in whole or in part, upon the receipt by the Fund of any additional instruments Adviser: (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by i) the Subscriber will, with no further action required on its part, acquire Shares in and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members become an Investor in the Fund. This Agreement ; and other separate subscription agreements are separate agreements (ii) the Subscriber will be bound by and adhere to, and shall otherwise comply with, all of the sale arrangements between the Fund provisions, terms and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those obligations applicable to an Investor as set forth in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Membersand this Subscription Agreement.

Subscription. (a) This subscriptionThe undersigned (“Purchaser”) hereby subscribes to become a Member in CARDONE EQUITY FUND IX, when LLC, a Delaware limited liability company (the “Fund”), and if accepted by to purchase the Administratornumber of limited liability membership interests (“Interests” or “Class A Units”) indicated above, will constitute a commitment to contribute to the Fund the Subscription Amount all in accordance with the terms and conditions of this Subscription Agreement, the LLC Limited Liability Company Operating Agreement dated as of June 19, 2020 (as amended, the “Operating Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator”), and the Subscriber hereby irrevocably Private Placement Memorandum dated June 19, 2020, as may be amended from time to time (the “Memorandum”). (b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to be bound by the LLC Agreement as become a Member of the Fund and to perform be bound by all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administrator, on behalf terms and conditions of the Fund, may accept or reject this Operating Agreement, in whole or in part, in its sole discretion. This Agreement will subscription shall be deemed to be accepted binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedPurchaser. (c) This subscription may be rejected as a whole or in part by the Manager in its sole and absolute discretion. The Manager is Cardone Capital, LLC, a Delaware limited liability corporation. If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all subscription is rejected, due to oversubscription of the Subscription Amount will not be invested in the Portfolio Company fund or otherwise applied in accordance with the LLC Agreementotherwise, the Administrator may return such excess Subscription Amount (which may be up Purchaser shall have the option to 100% of such Subscription Amount) to the Subscriber, in which case, have their funds returned to the extent so returnedof such rejection, the Subscriber or to transfer funds to additional investment opportunities, if available. This subscription shall be deemed to have automatically withdrawn from binding on the FundFund only upon acceptance by the Manager and receipt of in full of an Investor’s Capital Commitment. (d) The Fund has Neither the unrestricted right to condition its execution nor the acceptance of this Subscription Agreement constitutes the SubscriberPurchaser to be a Member of the Fund. This is an agreement to purchase the Interests on a when issued basis; and the Purchaser will become a Member only when the Purchaser’s subscription, in whole or in part, upon funds are transferred to the receipt by account of the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel Interests are issued to the SubscriberPurchaser. Until that time, evidencing the legality of an investment Purchaser shall have only the rights set forth in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the this Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement, the Memorandum, and the Operating Agreement. The Fund will rely upon the information provided in this Subscription Agreement and in the attached accredited investor questionnaire to confirm that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar Purchaser is an “Accredited Investor” as defined in all material respects to this Agreement providing for Regulation D promulgated under the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such MembersAct.

Subscription. (a) Certain Capitalized terms not defined herein shall have the meanings set forth on Exhibit A, attached hereto. (b) Subject to the terms and conditions hereof, the Subscriber hereby irrevocably tenders this subscription (this “Subscription”) for units of Class A membership interests in the Company (a “Class A Units”) by paying the amount agreed upon by the Company and the Subscriber (“Subscription Amount”). The Company is offering the Class A Units pursuant to the Company’s Form 1A and Offering Circular (the “Circular”) and the terms and conditions set forth therein. (c) This subscriptionSubscription, when and if accepted by the AdministratorCompany, as manager of the Company, will constitute a commitment to contribute to the Fund Company that portion of the Subscription Amount accepted by the Company (the “Commitment”) in accordance with terms of the LLC Operating Agreement of the Company, as the same may be further amended from time to time (the “Company Agreement. ”), in accordance with the Delivery Instructions attached hereto as Exhibit B. The Subscriber will shall be admitted as a Member of in the Fund Company (“Member”) at the time this subscription Subscription is accepted and executed by the Administrator, Company and the Subscriber hereby irrevocably agrees to be bound by the LLC Company Agreement as a Member of the Fund thereunder and to perform all obligations contained in the LLC Agreementthereunder, including making contributions to the FundCompany in accordance with the terms thereof. (bd) The AdministratorManaging Member, on behalf of the FundCompany, may accept or reject this AgreementSubscription, in whole or in part, in its sole discretion. This Agreement will Subscription shall be deemed to be accepted by the Administrator Company and this Agreement will shall be binding against the Administrator Company only upon acceptance of this Agreement by the AdministratorCompany accepting the subscription. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will shall be issued the Interest Class A Units for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (de) The Fund Company has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund Company of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund Company in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund Company by the Subscriber and the authority of the person executing the this Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (ef) The Subscriber understands that the Fund Company has entered into or expects to enter into separate subscription agreements with other investors which are or will shall be substantially similar in all Subscription Agreement page 1 material respects to this Agreement providing for the admission of such other investors as Members in the FundCompany. This Agreement and other such separate subscription agreements are separate agreements and the sale arrangements between the Fund Company and such other investors are separate sales. The Subscriber also acknowledges that the Administrator Company may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Company Agreement as it applies to such Members.

Subscription. (a1) This subscriptionThe undersigned hereby irrevocably subscribes for, when and if accepted by agrees to purchase, the Administrator, will constitute number of Units indicated on the signature page hereto at a commitment to contribute purchase price per Unit equal to the Fund Purchase Price. Upon execution and delivery hereof, the Subscription Amount undersigned shall deliver to the Placement Agent in accordance with the terms hereof either a check or evidence that a wire transfer has been made to in accordance with this Subscription Agreement and the instructions hereto, in the full amount of the LLC Agreement. The Subscriber will be admitted as a Member purchase price of the Fund at Units for which the time this subscription undersigned is accepted by subscribing (the Administrator, and "PAYMENT"). In the Subscriber hereby irrevocably agrees event that the undersigned shall elect to be bound by deliver the LLC Agreement as a Member of the Fund and to perform all obligations contained Payment in the LLC Agreement, including making contributions form of a check to the FundPlacement Agent, such check should have a notation thereon that such check relates to the Clean Water Technologies, Inc. (dba SheerVision, Inc.) private placement. (b2) The AdministratorPayment (or, on behalf in the case of rejection of a portion of the Fundundersigned's subscription, may accept or reject this Agreementthe part of the Payment relating to such rejected portion) will be returned promptly, without interest, if the undersigned's subscription is rejected in whole or in part. The Company and the Placement Agent will hold an initial closing of the Offering (the "INITIAL CLOSING") at such time as the Company and the Placement Agent may together determine with no requirement that a minimum number of Units be sold thereat, and from time to time thereafter (each an "ADDITIONAL CLOSING"). ACCORDINGLY, THE UNDERSIGNED UNDERSTANDS THAT THE COMPANY MIGHT ACCEPT SUBSCRIPTIONS FROM ONE OR MORE SUBSCRIBERS EVEN IF NO MINIMUM AMOUNT OF UNITS IS SOLD. The Company and the Placement Agent expect to hold Additional Closings from time to time after the Initial Closing on the basis described herein. The Offering will terminate upon the earlier to occur of (i) the sale of all of the Units (including such Units that are subject to the Placement Agent's overallotment option, as described in its sole discretionthe Memorandum) or (ii) expiration of the Offering at 3:00 p.m., Eastern Time, on May 22, 2006, which date may be extended for up to 45 days at the discretion of the Company and the Placement Agent (the "FINAL CLOSING"). This Agreement Upon receipt by the Company of the Payment for Units to be purchased hereunder by subscribers whose subscriptions are accepted (each, a "PURCHASER") at the Initial Closing or any Additional Closing (each a "CLOSING"), the subscriber for the Units so purchased will be deemed registered on the relevant securities registers of the Company as the record owner of the securities included in the Units so purchased and the Company shall deliver to be accepted the Purchaser: an executed Note in the form included in the Disclosure Materials, a stock certificate representing the number of shares of Common Stock equal to the product of (i) 16,667 and (ii) the number of Units (or fractions thereof) purchased by the Administrator subscriber, an executed Warrant in the form included in the Disclosure Materials, and an executed registration rights agreement in the form included in the Disclosure Materials (the "REGISTRATION RIGHTS AGREEMENT"). The Note, the Warrant Agreement, the Registration Rights Agreement and this Subscription Agreement will be binding against are collectively referred to herein as the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed"TRANSACTION DOCUMENTS". (c3) If following The undersigned hereby agrees to be bound upon the Administrator’s acceptance of this Agreement (i) execution and delivery to the Administrator determines that some or all Placement Agent of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) signature page to the Subscriber, in which case, to undersigned's completed questionnaire submitted by the extent so returned, undersigned (the Subscriber shall be deemed to have automatically withdrawn from "QUESTIONNAIRE") and this Subscription Agreement and (ii) acceptance on the FundClosing by the Company of the undersigned's subscription. (d4) The Fund has undersigned agrees that the unrestricted right Company and the Placement Agent, may, in their sole and absolute discretion, reduce the undersigned's subscription to condition its acceptance any number of Units that in the aggregate does not exceed the number of Units hereby subscribed for without any prior notice to, or further consent by, the undersigned. The undersigned hereby irrevocably constitutes and appoints the Placement Agent, and each officer of the Subscriber’s subscriptionPlacement Agent, with full power of substitution, the true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in whole or the undersigned's name, place, and stead, (A) to amend this Subscription Agreement and the Questionnaire, including in parteach case the undersigned's signature page thereto, upon to effect any of the receipt by the Fund foregoing provisions of any additional instruments (including any designations, representations, warranties, covenantsthis Paragraph A(4), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber (B) execute and the authority of the person executing the Agreement deliver on behalf of the Subscriber (collectively undersigned, the “Additional Documents”)following agreement, in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and form included in the sale arrangements between Disclosure Materials: the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such MembersRegistration Rights Agreement.

Subscription. (a) Subject to the terms and conditions this Agreement, the Subscriber hereby irrevocably tenders this subscription (this "Subscription") for an interest in the Fund (a "Interest") in the amount set forth on the "Subscription Amount" line on the Subscriber's applicable signature page hereto (the "Signature Page"). (b) This subscriptionSubscription, when and if accepted by the AdministratorManager of the Fund, will constitute a commitment to contribute to the Fund that portion of the Subscription Amount accepted by the Manager (the "Commitment") in accordance with terms of the LLC Operating Agreement of the Fund, as the same may be further amended from time to time (the "Operating Agreement"), in the form separately furnished to the Subscriber. The Subscriber will be admitted as a Member of in the Fund at the time this subscription Subscription is accepted and executed by the AdministratorManager, and the Subscriber hereby irrevocably agrees to be bound by the LLC Operating Agreement as a Member of the Fund and to perform all obligations contained in the LLC Operating Agreement, including making contributions to the Fund. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and may not be withdrawn by the Subscriber unless the Manager rejects this Subscription. (bc) The AdministratorManager, on behalf of the Fund, may accept or reject this AgreementSubscription, in whole or in part, in its sole discretion. This Agreement Subscription will be deemed to be accepted by the Administrator Manager and this Agreement will be binding against the Administrator Manager only upon acceptance execution and delivery to the Subscriber of the Acceptance of Subscription attached to this Agreement by the AdministratorAgreement. At the Closing, the Manager will execute the Acceptance of Subscription and deliver notice of the Closing to the Subscriber will receive within a message on reasonable time after the Platform announcing the Administrator’s execution and acceptance of this AgreementClosing. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this . Failure to deliver a fully-completed and executed Subscription Agreement the Administrator determines that some or all of the Subscription Amount will not be invested may result in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the FundFund rejecting this Subscription. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s 's subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the this Agreement on behalf of the Subscriber (collectively the “"Additional Documents”"), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator Manager may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Operating Agreement as it applies to such Members.

Subscription. (a) Subject to the terms and conditions hereof, the Subscriber hereby irrevocably tenders this subscription (this “Subscription”) for an interest in the Fund (a “Fund Interest”) in the amount set forth on the “Subscription Amount” line on the Subscriber’s applicable signature page hereto (the “Signature Page”). (b) This subscriptionSubscription, when and if accepted by the AdministratorManager, as manager of the Fund, will constitute a commitment to contribute to the Fund that portion of the Subscription Amount accepted by the Manager (the “Commitment”) in accordance with terms of the LLC Operating Agreement of the Fund, as the same may be further amended from time to time (the “Fund Agreement”), in the form separately furnished to the Subscriber. The Subscriber will shall be admitted as a Member of in the Fund (“Member”) at the time this subscription Subscription is accepted and executed by the Administrator, Manager and the Subscriber hereby irrevocably agrees to be bound by the LLC Fund Agreement as a Member of the Fund thereunder and to be bound by all other Subscription Documents and to perform all obligations contained in the LLC Agreementthereunder, including making contributions to the FundFund in accordance with the terms thereof. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and may not be withdrawn by the Subscriber unless the Manager rejects this Subscription. (bc) The AdministratorManager, on behalf of the Fund, may accept or reject this AgreementSubscription, in whole or in part, in its sole discretion. This Agreement will Subscription shall be deemed to be accepted by the Administrator Manager and this Agreement will shall be binding against the Administrator Manager only upon acceptance execution and delivery to the Subscriber of this Agreement by the AdministratorAcceptance of Subscription attached hereto. At the Closing, the Manager will execute the Acceptance of Subscription and deliver notice of such Closing to the Subscriber will receive within a message on the Platform announcing the Administrator’s execution and acceptance of this Agreementreasonable time after such Closing. Upon such acceptance, the Subscriber will shall be issued the Fund Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this . Failure to deliver a fully-completed and executed Agreement the Administrator determines that some or all of the Subscription Amount will not be invested may result in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the FundFund rejecting this Subscription. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation documentation, and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the this Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will shall be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other such separate subscription agreements are separate agreements and the sale arrangements between the Fund and such other investors are separate sales. The Subscriber also acknowledges that the Administrator Manager may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Fund Agreement as it applies to such Members. (f) Any Subscribers subscribing after the Late Investment Date established by the Company (as defined in the Memorandum) shall pay to the Fund an additional amount equal to simple interest at the Prime Rate as measured by the Wall Street Journal Prime Rate of Interest plus two percent (2%) (the “Additional Amount”), on Subscriber’s Total Commitment, from the date of the Fund’s Initial Closing to the date on which Subscriber’s funds are called by the Manager. Such Additional Amount shall not be treated as a capital contribution or reduce the capital commitment of Subscriber, but will be distributed by Manager to early investors in accordance with percentage of interests held in the Fund as of the Late Investment Date. The Additional Amount may also be referred to as the “Late Investment Fee.” Manager reserves the right, in its sole discretion, to waive the Late Investment Fee for any single Subscriber on a case-by-case basis.

Subscription. (a) This subscription, when Upon receipt of the Application Monies and if accepted by the Administrator, will constitute a commitment to contribute to the Fund the Subscription Amount relevant Application Form in accordance with terms the Placement Memorandum, the Issuer shall issue and allot the relevant Series of Debentures to the Original Debentureholder on the date of receipt of the LLC Agreement. The Subscriber will be admitted Application Monies and record the Original Debentureholder as a Member the legal and beneficial owner of the Fund at Debentures in the time this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member Issuer's register of debenture holders within 2 (two) days of receipt of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the FundApplication Monies. (b) The AdministratorOriginal Debentureholder may, on behalf by notice to the Issuer, suspend the right of the FundIssuer to have the Original Debentureholder subscribe to the Debentures, may accept if the CP Completion Notice is not issued to the Original Debentureholder on or reject this Agreement, in whole prior to the relevant Cut-off Date or in part, in its sole discretionupon the occurrence of a Material Adverse Effect. This Agreement will be deemed to be accepted by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the ClosingUpon such cancellation, the Subscriber will receive a message on Issuer shall pay to the Platform announcing Original Debentureholder all fees and other amounts accrued (whether or not then due and payable) under the Administrator’s execution and acceptance Debenture Documents up to the date of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedsuch cancellation. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines The Issuer hereby further agrees and acknowledges that some or all upon receipt of the Subscription Amount will not Application Form and the Application Monies, in each case for Series A Debenture or Series B Debentures, as the case may be, it shall be invested bound to issue and allot the relevant Series of Debentures specified in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) Application Form to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the FundOriginal Debentureholder. (d) The Fund has Issuer shall procure that the unrestricted right Deemed Date of Allotment for each Series of Debentures shall be the date on which the Issuer receives the Application Monies with respect to condition its acceptance such Series of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”)Debentures. (e) The Subscriber understands that Application Monies for the Fund has entered into Debentures may be received directly by the Issuer through such payment instruments/ payment instructions as specified by the Issuer in the Placement Memorandum. (f) Any collection/ remittance charges in connection with the Application Monies for the Debentures shall be borne entirely by the Issuer. The Issuer shall pay all Taxes, fees or expects to enter into separate subscription agreements other charges payable on or in connection with the execution, issue, subscription, delivery, registration, translation or notarization of this Deed, the other investors which are or will be substantially similar in all material respects Debenture Documents, the Debentures and any other documents related to this Agreement providing Deed, or the other Debenture Documents. For the avoidance of doubt, it is clarified that, the Issuer shall not be required to reimburse and/or pay any income or capital gain Taxes on behalf of any Debentureholder. (g) In relation to the process of subscription to be followed by the Issuer, to the extent applicable, the Issuer hereby agrees to comply with the terms of the Operational Circular in relation to the electronic book mechanism for issuance of debt securities on private placement basis. (h) The Original Debentureholder subscribing to any Debentures shall, by signing the admission Application Form and without any further act or deed, be deemed to have irrevocably given its consent to the Trustee and its agents and authorized representatives to do, inter alia, all acts, deeds and things necessary in respect of the Debentures being offered for subscription under the Placement Memorandum and this Deed. Any subsequent Debentureholder purchasing Debentures from the Original Debentureholder shall be deemed to have irrevocably given such other investors consent to the Trustee and its agents and authorized representatives immediately upon being registered as Members a Debentureholder in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those register of Debentureholders maintained in this Agreement or amend and supplement certain provisions respect of the LLC Agreement as it applies to such MembersDebentures.

Subscription. (a) This subscriptionThe undersigned (“Purchaser”) hereby subscribes to become a Member in CARDONE EQUITY FUND IV, when LLC, a Delaware limited liability company (the “Fund”), and if accepted by to purchase the Administratornumber of limited liability membership interests (“Interests” or “Units”) indicated above, will constitute a commitment to contribute to the Fund the Subscription Amount all in accordance with the terms and conditions of this Subscription Agreement, the LLC Limited Liability Company Operating Agreement dated as of June 1, 2018 (as amended, the “Operating Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator”), and the Subscriber hereby irrevocably Private Placement Memorandum dated June 1, 2018. as may be amended from time to time (the “Memorandum”). (b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to be bound by the LLC Agreement as become a Member of the Fund and to perform be bound by all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administrator, on behalf terms and conditions of the Fund, may accept or reject this Operating Agreement, in whole or in part, in its sole discretion. This Agreement will subscription shall be deemed to be accepted binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedPurchaser. (c) This subscription may be rejected as a whole or in part by the Manager in its sole and absolute discretion. If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreementsubscription is rejected, the Administrator may return such excess Subscription Amount (which may Purchaser’s funds shall be up to 100% of such Subscription Amount) to the Subscriber, in which case, returned to the extent so returned, the Subscriber of such rejection. This subscription shall be deemed to have automatically withdrawn from binding on the FundFund only upon acceptance by the Manager. (d) The Fund has Neither the unrestricted right to condition its execution nor the acceptance of this Subscription Agreement constitutes the SubscriberPurchaser to be a Member of the Fund. This is an agreement to purchase the Interests on a when issued basis; and the Purchaser will become a Member only when the Purchaser’s subscription, in whole or in part, upon funds are transferred to the receipt by account of the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel Interests are issued to the SubscriberPurchaser. Until that time, evidencing the legality of an investment Purchaser shall have only the rights set forth in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the this Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement, the Memorandum, and the Operating Agreement. The Fund will rely upon the information provided in this Subscription Agreement and in the attached accredited investor questionnaire to confirm that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar Purchaser is an “Accredited Investor” as defined in all material respects to this Agreement providing for Regulation D promulgated under the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such MembersAct.

Subscription. (a) This subscription, when and if accepted by the Administrator, will constitute a commitment to contribute Subject to the Fund terms and conditions of this Agreement, the Subscription Amount undersigned hereby irrevocably subscribes for Interests in the Partnership and agrees to make an aggregate Capital Contribution (the "Aggregate Capital Contribution") to the Partnership in respect thereof in the amount set forth on the signature page hereof and agrees to pay such Aggregate Capital Contribution to the Partnership in accordance with the terms of the LLC Partnership Agreement and this Agreement. The Subscriber will be admitted as a Member Upon the execution of this Agreement and the Partnership Agreement, the undersigned is paying to the Partnership an amount equal to .0001% of the Fund at Aggregate Capital Contribution. At the time this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member closing of the Fund and to perform all obligations contained in merger under the LLC AgreementMerger Agreement (the "Closing"), including making contributions the undersigned shall make an additional Capital Contribution to the FundPartnership of an amount equal to 99.999% of the Aggregate Capital Contribution, less any Capital Contributions made pursuant to paragraph (b) below. (b) The AdministratorTo the extent that, on behalf of the Fund, may accept or reject this Agreement, in whole or in part, in its sole discretion. This Agreement will be deemed from time to be accepted by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At time prior to the Closing, all Partners are notified that the Subscriber Partnership has incurred actual reasonable out-of-pocket expenses (the "Expenses") in connection with (i) obtaining the insurance required by Section 8.8(c) of the Partnership Agreement, (ii) leasing office space for the General Partner, and reasonable overhead expenses in connection therewith, and (iii) payments to unrelated third parties in connection with satisfying the conditions under the financing agreements entered into in connection with the Merger Agreement, the undersigned will receive a message make an additional Capital Contribution (an "Expense Capital Contribution") to the Partnership, within five days of such notice, in an amount equal to its pro rata portion (based on the Platform announcing relative actual Capital Contributions of all Partners) of the Administrator’s execution Expenses, and acceptance any such Expense Capital Contribution shall be treated as an advance payment of a portion of the Aggregate Capital Contribution required to be paid at the Closing pursuant to paragraph (a); provided that the aggregate Capital Contributions required to be made by all Partners for such Expenses shall in no event exceed $600,000; provided further that in no event shall any such Expense Capital Contribution increase the Aggregate Capital Contribution which the undersigned has agreed to make under this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance The undersigned herewith tenders two signed copies of this Agreement the Administrator determines that some or all and an executed signature page of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Partnership Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. Subject to the terms and conditions this Agreement, the Subscriber hereby irrevocably tenders this subscription (athis "Subscription") for an interest in the Fund (a "Interest") in the amount set forth on the "Subscription Amount" line on the Subscriber's applicable signature page hereto (the "Signature Page"). This subscriptionSubscription, when and if accepted by the AdministratorManager of the Fund, will constitute a commitment to contribute to the Fund that portion of the Subscription Amount accepted by the Manager (the "Commitment") in accordance with terms of the LLC Operating Agreement of the Fund, as the same may be further amended from time to time (the "Operating Agreement"), in the form separately furnished to the Subscriber. The Subscriber will be admitted as a Member of in the Fund at the time this subscription Subscription is accepted and executed by the AdministratorManager, and the Subscriber hereby irrevocably agrees to be bound by the LLC Operating Agreement as a Member of the Fund and to perform all obligations contained in the LLC Operating Agreement, including making contributions to the Fund. (b) . This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and may not be withdrawn by the Subscriber unless the Manager rejects this Subscription. The AdministratorManager, on behalf of the Fund, may accept or reject this AgreementSubscription, in whole or in part, in its sole discretion. This Agreement Subscription will be deemed to be accepted by the Administrator Manager and this Agreement will be binding against the Administrator Manager only upon acceptance execution and delivery to the Subscriber of the Acceptance of Subscription attached to this Agreement by the AdministratorAgreement. At the Closing, the Manager will execute the Acceptance of Subscription and deliver notice of the Closing to the Subscriber will receive within a message on reasonable time after the Platform announcing the Administrator’s execution and acceptance of this AgreementClosing. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this . Failure to deliver a fully-completed and executed Subscription Agreement the Administrator determines that some or all of the Subscription Amount will not be invested may result in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) Fund rejecting this Subscription. The Fund has the unrestricted right to condition its acceptance of the Subscriber’s 's subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the this Agreement on behalf of the Subscriber (collectively the “"Additional Documents”"), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) . The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator Manager may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Operating Agreement as it applies to such Members.

Subscription. 1.1 The Subscriber hereby irrevocably subscribes for and agrees to purchase that number of Shares as is set forth on the cover page of this Subscription Agreement at the price per Class of Share shown on the cover page of this Subscription Agreement, for the aggregate price shown on the cover page of this Subscription Agreement, which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement (a) This subscriptioncollectively, when and if accepted the “Subscription”). The Shares are those described as such in the Offering Memorandum prepared by the AdministratorCorporation dated March 31, will constitute a commitment 2017 (the “Offering Memorandum”), as may be amended and restated from time to contribute time. 1.2 The Subscriber acknowledges that the Shares have been offered to the Fund Subscriber as part of an offering by the Corporation of additional Shares to other subscribers. 1.3 All dollar amounts referred to in this Subscription Agreement, including the schedules, appendices, certificates and attached hereto, are in lawful money of Canada, unless otherwise indicated. 1.4 Subject to the terms hereof, the Subscription Amount in accordance with terms of will be effective upon its acceptance by the LLC AgreementCorporation. The Subscriber acknowledges and agrees that this Subscription Agreement and any other documents delivered in connection herewith will be admitted as a Member of the Fund at the time this subscription is accepted held by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administrator, or on behalf of the FundCorporation, may accept or reject this Agreement, in whole or in part, in its sole discretion. This Agreement and that the aggregate price will be deemed to be accepted held by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively Corporation. In the “Additional Documents”)event that this Subscription is not accepted by the Corporation for whatever reason, in addition which the Corporation expressly reserves the right to do, the Corporation will return the aggregate price to the Subscriber at the address of the Subscriber as set forth on the cover page of this Subscription Agreement, its exhibitsor as otherwise directed by the Subscriber, and any documents incorporated by reference therein (these “without interest or deduction. If this Subscription Documents”). (e) The is accepted only in part, the Subscriber understands that a cheque representing the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or portion of the aggregate price for that portion of the Subscription that is not accepted will be substantially similar in all material respects promptly delivered to the Subscriber at the address of the Subscriber as set forth on the cover page of this Agreement providing for the admission of such other investors Subscription Agreement, or as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include otherwise directed by the Subscriber) which contain terms different from those in this Agreement , without interest or amend and supplement certain provisions of the LLC Agreement as it applies to such Membersdeduction.

Subscription. The undersigned (athe undersigned and each person for whose account the undersigned is purchasing securities of the Issuer, the “Investor”) This subscriptionhereby subscribes for and agrees to purchase Subordinated Notes due 2025 (the “Subscribed Securities”) to be issued by JMP Credit Advisors CLO III Ltd., when an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Issuer”) which are to be offered by BNP Paribas Securities Corp., in its capacity as initial purchaser of the Subscribed Securities (the “Initial Purchaser”), in the aggregate principal amount and if accepted for the aggregate purchase price set forth on the signature page hereof, which purchase by the Administrator, Investor will constitute a commitment to contribute be made on the Closing Date (as defined in the final offering circular relating to the Fund Subscribed Securities (the Subscription Amount in accordance with terms “Offering Circular”)). The Subscribed Securities are to be issued by the Issuer pursuant to the Indenture dated as of the LLC AgreementClosing Date (the “Indenture”) among the Issuer, JMP Credit Advisors CLO III LLC, as co-issuer (the “Co-Issuer” and together with the Issuer, the “Co-Issuers”), and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used and not defined herein have the respective meanings specified in the Offering Circular. The Subscriber will be admitted as a Member of the Fund at the time Investor acknowledges that this subscription (i) is accepted irrevocable, (ii) is conditioned upon acceptance by the AdministratorIssuer, the Initial Purchaser, the registrar under the Indenture (the “Registrar”) and the Subscriber hereby irrevocably agrees to Trustee and may be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund. (b) The Administrator, on behalf of the Fund, may accept accepted or reject this Agreement, rejected in whole or in part, in its sole discretion. This Agreement will be deemed to be accepted part by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund Initial Purchaser in its sole discretion, including an opinion of counsel (iii) will expire if not accepted by the Initial Purchaser on or prior to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber Closing Date and the authority (iv) is subject only to delivery of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition Offering Circular to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”)Investor. (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) Subject to the terms and conditions this Agreement, the Subscriber hereby irrevocably tenders this subscription (this “Subscription”) for an interest in the Fund (an “Interest”) in the amount set forth on the “Subscription Amount” line on the Subscriber's applicable signature page hereto. (b) This subscriptionSubscription, when and if accepted by the AdministratorManager, will constitute a commitment to contribute to the Fund that portion of the Subscription Amount accepted by the Manager in accordance with terms of the LLC Operating Agreement, in the form separately furnished to the Subscriber. The Subscriber will be admitted as a Member of in the Fund at the time this subscription Subscription is accepted and executed by the AdministratorManager, and the Subscriber hereby irrevocably agrees to be bound by the LLC Operating Agreement as a Member of the Fund and to perform all obligations contained in the LLC Operating Agreement, including making contributions to the Fund. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and may not be withdrawn by the Subscriber unless the Manager rejects this Subscription. (bc) The AdministratorManager, on behalf of the Fund, may accept or reject this AgreementSubscription, in whole or in part, in its sole discretion. This Agreement Subscription will be deemed to be accepted by the Administrator Manager and this Agreement will be binding against the Administrator Manager only upon acceptance execution of the Acceptance of Subscription attached to this Agreement by the AdministratorAgreement. At the Closing, the Manager will execute the Acceptance of Subscription and deliver notice of the Closing to the Subscriber will receive within a message on reasonable time after the Platform announcing the Administrator’s execution and acceptance of this AgreementClosing. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this . Failure to deliver a fully completed and executed Subscription Agreement the Administrator determines that some or all of the Subscription Amount will not be invested may result in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the FundFund rejecting this Subscription. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s 's subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the this Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator Manager may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Operating Agreement as it applies to such Members. (f) The Subscriber will send its Subscription Amounts in U.S. dollars unless otherwise instructed. Subscriber is responsible for any bank fees with respect to its transmittal of funds to the Fund and, if Subscriber sends funds in a currency other than U.S. dollars (unless otherwise instructed), Subscriber will be responsible for any currency conversions fees incurred by the Fund or the Manager in converting Subscriber’s funds into U.S. dollars.

Subscription. By executing this Subscription Agreement electronically, the undersigned purchaser (the “Purchaser”) hereby agrees to and acknowledges the following: (a) This subscriptionThe Purchaser is hereby making a binding subscription to become a holder of common shares (“Shares”), when and if accepted which represent limited liability company interests in YS RE RAF I LLC, a limited liability company formed in Delaware (the “Company”) for the aggregate U.S. dollar subscription commitment (the “Subscription Commitment”) purchase amount elected by the AdministratorPurchaser on YieldStreet Inc.’s online platform at xxx.xxxxxxxxxxx.xxx (the “Platform”) (as will be reflected on the Purchaser’s signature page of this Subscription Agreement) and on the terms and conditions set out in this Subscription Agreement and in the Operating Agreement of the Company, as may be amended, restated, supplemented, or otherwise modified from time to time (the “Operating Agreement”). (b) The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. This subscription shall be binding on the Purchaser’s heirs, executors, administrators, successors and assigns. This subscription is not transferable or assignable by the Purchaser, except as is provided in this Subscription Agreement. (c) YieldStreet Management, LLC, which is the manager of the Company, or any successor thereto (the “Manager”), will constitute notify the Purchaser whether and in what amount its subscription for the Shares has been accepted. The Manager has the right, in its sole and absolute discretion, to reject the Purchaser’s entire subscription for the Shares, or just a commitment to contribute part of it, at any time prior to the Fund date the Subscription Amount in accordance with terms of the LLC Agreement. The Subscriber will be Purchaser is admitted as a Member member of the Fund at Company, even if the time Purchaser has executed this Subscription Agreement. If this subscription is accepted rejected, the Purchaser’s funds shall be returned to the extent of such rejection. This subscription shall be binding on the Company only upon its acceptance of the same. Purchaser agrees that it shall notify the Company immediately of any material change in any representation, warranty or statement made in this Subscription Agreement before acceptance by the AdministratorCompany of this subscription. (d) The Purchaser acknowledges and agrees that any ACH payments initiated by the Purchaser or on its behalf pursuant to this Subscription Agreement are irrevocable and non-refundable on and after the date on which the Purchaser is allocated any Shares, and the Subscriber Purchaser hereby irrevocably agrees to waive its rights effective on and after such allocation of Shares (i) to rescind or stop payment pursuant to Sections 3.7 and 3.11.2 of the 2018 NACHA Operating Rules, and (ii) to rescind payment under Section 1005 of Federal Regulation E, in each case to the extent permitted by applicable law. (e) Neither the execution nor the acceptance of this Subscription Agreement will render the Purchaser the holder of Shares of, or an owner or creditor of the Company. This Subscription Agreement is only an agreement to purchase the Shares on a when-issued basis; and the Purchaser will become a holder of Shares in the Company only after (i) the Purchaser’s funds are duly transferred to the Company’s main operating account, (ii) the Purchaser’s funds have cleared, (iii) the Purchaser is admitted as a member of the Company. Until such time, the Purchaser shall have only those rights as may be set forth in this Subscription Agreement. (f) Subject to the Purchaser’s admission as a member of the Company by the Manager, the Purchaser adopts, accepts and agrees to be bound by the LLC Agreement as a Member terms and conditions of the Fund and to perform all obligations contained in the LLC Operating Agreement, including making contributions to the Fund. (bg) The AdministratorShares are being offered to and may be purchased only by (i) Accredited Investors, on behalf as defined in Rule 501(a) of Regulation D as promulgated under the Act (each, an “Accredited Investor”), and (ii) all other investors, so long as, for non-Accredited Investors, their investment in Shares does not represent more than ten percent (10%) of the Fundgreater of their annual income or net worth (for natural persons), may accept or reject 10% of the greater of annual revenue or net assets (for non-natural persons). Purchaser acknowledges and understands that the Purchaser must satisfy the conditions set forth in either of subsections (i) or (ii) above in order to purchase the Shares, and that the Company will rely upon the information provided in this AgreementSubscription Agreement to verify that the Purchaser satisfies the conditions set forth in either of subsections (i) or (ii) above. (h) The Purchaser understands that the Shares will be recorded and maintained by DST Asset Manager Solutions, in whole Inc., or in partany successor thereto appointed by the Company, in its sole discretion. This Agreement capacity as Transfer Agent, and that the Company will be deemed to be accepted by not issue physical certificates for the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedShares. (ci) If following The Purchaser has reviewed and understands the Administratorfees that may be charged by the Company and its affiliates in connection with the Purchaser’s acceptance of this Agreement the Administrator determines that some or all acquisition and ownership of the Subscription Amount will Shares, including but not be invested limited to the Management Fees (as such term is defined in the Portfolio Company or otherwise applied Offering Circular). The Purchaser hereby agrees to pay such fees in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance terms of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Operating Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) This subscriptionThe undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), when of Xxx Electric Vehicles, Inc, a Delaware corporation (the “Company”), upon the terms and if accepted by conditions set forth herein. The rights of the AdministratorSecurities are as set forth in the Company’s Second Amended and Restated Certificate of Incorporation, will constitute a commitment to contribute included as an exhibit to the Fund Offering Statement. (i) Subscriber acknowledges that Subscriber has read the educational materials on the landing page, and has been informed of Subscriber’s right to cancel the investment up to 48-hours prior to the Target Date; however, once the Subscription Amount in accordance with terms of the LLC Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription Agreement is accepted by the AdministratorCompany there is no cancelation right; (ii) Subscriber acknowledges that there may be promoters for this Offering, and in the Subscriber hereby irrevocably agrees to be bound by case that there are any communications from promoters, the LLC Agreement as a Member promoter must clearly disclose in all communications the receipt of compensation, and that the promoter is engaged in promotional activities on behalf of the Fund Company. A promoter may be any person who promotes the Company's offering for compensation, whether past or prospective, or who is a founder or an employee of an issuer that engages in promotional activities on behalf of the Issuer; and (iii) Subscriber acknowledges that Subscriber has been informed of the compensation that DealMaker Securities LLC and to perform all obligations contained affiliates receives in connection with the sale of securities in the LLC Agreement, including making contributions to Regulation CF offering and the Fundmanner in which it is received. (b) The AdministratorBy executing this Subscription Agreement, on behalf Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Fund, Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. (c) This Subscription may accept be accepted or reject this Agreement, rejected in whole or in part, in at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. This Agreement In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be deemed returned to be accepted by the Administrator Subscriber without interest and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber ’s obligations hereunder shall be deemed to have automatically withdrawn from the Fundterminate. (d) The Fund has the unrestricted right to condition its acceptance aggregate value of the Subscriber’s subscription, in whole or in part, upon the receipt Securities to be sold by the Fund Company shall not exceed $1,024,991.80 (to which a transaction fee of any additional instruments 2.5% will be added not to exceed $100/transaction). The Company may accept subscriptions until December 31, 2024 (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional DocumentsTermination Date”). Providing that subscriptions for $10,004.82 are received (the “Minimum Offering”), in addition the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein Termination Date (these each a “Subscription DocumentsClosing Date”). (e) The Subscriber understands that In the Fund has entered into event of rejection of this subscription in its entirety, or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the Fund. This 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 6 hereof, which shall remain in force and other separate subscription agreements are separate agreements effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber as set forth herein and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in of this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such MembersSubscription Agreement.

Subscription. (a) This subscription, when The Subscriber acknowledges and if accepted agrees that this and any other subscription (i) is conditioned upon acceptance by the AdministratorFund, will constitute a commitment to contribute at which time it becomes irrevocable, unconditional and binding on the part of the Subscriber and (ii) may be rejected in whole or in part by the Fund in its sole discretion (for any reason or for no reason) in any order and at any time prior to the Fund the Subscription Amount in accordance with terms of the LLC AgreementClosing (as defined below). The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administratorhas received and reviewed, and the Subscriber hereby irrevocably agrees to be bound by by, all the LLC Agreement as a Member terms and provisions of this Subscription Agreement, the Fund and to perform all obligations contained Memorandum, the Fund’s bylaws, in the form attached hereto as Appendix B (as amended and/or restated from time to time, the “Bylaws”), the Fund’s Second Amended and Restated Declaration of Trust, in the form attached hereto as Appendix C (as amended and/or restated from time to time, the “Declaration of Trust”), the Amended and Restated Investment Advisory Agreement by and between FS/KKR Advisor, LLC (the “Adviser”) and the Fund, in the form attached hereto as Appendix D (as amended and/or restated from time to time, the “Advisory Agreement”), and the Administration Agreement by and between the Adviser and the Fund, in the form attached hereto as Appendix E (as amended and/or restated from time to time, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Declaration of Trust and the Advisory Agreement, including making contributions to the Fund“Operative Documents”). (b) The AdministratorSubscriber irrevocably subscribes for and agrees to purchase Shares for the aggregate purchase price set forth below to the Subscriber’s signature on the Subscriber Signature Page to the Investor Questionnaire (which amount is hereby incorporated by reference into this Subscription Agreement), on behalf payable under the terms and subject to the conditions set forth herein. The minimum initial investment amount for Shares is $2,500, after which additional investments must be in increments of $500, each subject to the discretion of the Fund’s Placement Agents, may accept or reject this AgreementKKR Capital Markets LLC and FS Investment Solutions, in whole or in partLLC, in its sole discretion. This Agreement will be deemed to be accepted by which are affiliates of the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the ClosingAdviser (including, but not limited to, the Subscriber will receive discretion to accept a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedlower amount). (c) If following The Fund has filed a registration statement on Form 10 (as amended from time to time, the Administrator’s acceptance “Registration Statement”) for the registration of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance its common stock with the LLC AgreementU.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the Administrator may return such excess Subscription Amount (“Exchange Act”). The Registration Statement is not the offering document pursuant to which may be up to 100% the Fund is conducting this offering of such Subscription Amount) to the Subscriber, in which case, to the extent so returnedsecurities. Accordingly, the Subscriber shall be deemed should rely exclusively on information contained in the Operative Documents, together with reports and other documents the Fund may file under the Exchange Act from time to have automatically withdrawn from the Fund. (d) time, in making its investment decisions. The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation entered and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements Subscription Agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors which are or will be substantially similar in all material respects to this Agreement (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the admission sale of such other investors as Members in Shares to the FundOther Investors either on a capital commitment basis (the “Capital Commitments Issuance Basis”) or for the immediate payment of cash against the immediate delivery of Shares. This Subscription Agreement and other separate subscription agreements the Other Subscription Agreements are separate agreements agreements, and the sale arrangements between sales of Shares to the Fund undersigned and other investors the Other Investors are to be separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) This subscriptionThe Subscriber acknowledges and agrees that this subscription (i) is irrevocable and binding on the part of the Subscriber, when and if accepted (ii) is conditioned upon acceptance by the Administrator, will constitute a commitment to contribute to Fund and (iii) may be accepted or rejected (for any reason or for no reason) in whole or in part by the Fund the Subscription Amount in accordance with terms of the LLC Agreementits sole discretion at any time. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administratorhas received and reviewed, and the Subscriber hereby irrevocably agrees to be bound by by, all the LLC Agreement as a Member terms and provisions of this Subscription Agreement, the Fund and to perform all obligations contained Memorandum, the Fund’s bylaws, in the form attached hereto as Appendix C (as amended and/or restated from time to time, the “Bylaws”), the Fund’s Second Amended and Restated Declaration of Trust, in the form attached hereto as Appendix D (as amended and/or restated from time to time, the “Declaration of Trust”), the Amended and Restated Investment Advisory Agreement by and between FS/KKR Advisor, LLC (the “Adviser”) and the Fund, in the form attached hereto as Appendix E (as amended and/or restated from time to time, the “Advisory Agreement”), and the Administration Agreement by and between the Adviser and the Fund, in the form attached hereto as Appendix F (as amended and/or restated from time to time, the “Administration Agreement” and, together with the Memorandum, the Bylaws, the Declaration of Trust and the Advisory Agreement, including making contributions to the Fund“Operative Documents”). (b) The AdministratorSubscriber agrees to purchase Shares for an aggregate purchase price (in U.S. dollars) equal to its Capital Commitment, on behalf payable at such times and in such amounts as required by the Fund, under the terms and subject to the conditions set forth herein. The minimum initial investment amount for Shares is $2,500, after which additional investments must be in increments of $500, each subject to the discretion of the Fund’s Placement Agents, may accept or reject this AgreementKKR Capital Markets LLC and FS Investment Solutions, in whole or in partLLC, in its sole discretion. This Agreement will be deemed to be accepted by which are affiliates of the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the ClosingAdviser (including, but not limited to, the Subscriber will receive discretion to accept a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribedlower amount). (c) If following The Fund has filed a registration statement on Form 10 (as amended from time to time, the Administrator’s acceptance “Registration Statement”) for the registration of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance its common stock with the LLC AgreementU.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the Administrator may return such excess Subscription Amount (“Exchange Act”). The Registration Statement is not the offering document pursuant to which may be up to 100% the Fund is conducting this offering of such Subscription Amount) to the Subscriber, in which case, to the extent so returnedsecurities. Accordingly, the Subscriber shall be deemed should rely exclusively on information contained in the Operative Documents, together with reports and other documents the Fund may file under the Exchange Act from time to have automatically withdrawn from the Fund. (d) time, in making its investment decisions. The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements Subscription Agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors which are or will be substantially similar in all material respects to this Agreement (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the admission sale of such other investors as Members in Shares to the FundOther Investors either on a capital commitment basis or for the immediate payment of cash against the immediate delivery of Shares (the “Immediate Share Issuance Basis”). This Subscription Agreement and other separate subscription agreements the Other Subscription Agreements are separate agreements agreements, and the sale arrangements between sales of Shares to the Fund undersigned and other investors the Other Investors are to be separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) Subject to the terms and conditions this Agreement, the Subscriber hereby irrevocably tenders this subscription (this “Subscription”) for an interest in the Fund (a “Interest”) in the amount set forth on the “Subscription Amount” line on the Subscriber’s applicable signature page hereto (the “Signature Page”). (b) This subscriptionSubscription, when and if accepted by the AdministratorGeneral Partner of the Fund, will constitute a commitment to contribute to the Fund that portion of the Subscription Amount accepted by the General Partner (the “Commitment”) in accordance with terms of the LLC Limited Partnership Agreement of the Fund, as the same may be further amended from time to time (the “Limited Partnership Agreement”), in the form separately furnished to the Subscriber. The Subscriber will be admitted as a Member of Limited Partner in the Fund at the time this subscription Subscription is accepted and executed by the AdministratorGeneral Partner, and the Subscriber hereby irrevocably agrees to be bound by the LLC Limited Partnership Agreement as a Member Limited Partner of the Fund and to perform all obligations contained in the LLC Limited Partnership Agreement, including making contributions to the Fund. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and may not be withdrawn by the Subscriber unless the General Partner rejects this Subscription. (bc) The AdministratorGeneral Partner, on behalf of the Fund, may accept or reject this AgreementSubscription, in whole or in part, in its sole discretion. This Agreement Subscription will be deemed to be accepted by the Administrator General Partner and this Agreement will be binding against the Administrator General Partner only upon acceptance execution and delivery to the Subscriber of the Acceptance of Subscription attached to this Agreement by the AdministratorAgreement. At the Closing, the General Partner will execute the Acceptance of Subscription and deliver notice of the Closing to the Subscriber will receive within a message on reasonable time after the Platform announcing the Administrator’s execution and acceptance of this AgreementClosing. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this . Failure to deliver a fully-completed and executed Subscription Agreement the Administrator determines that some or all of the Subscription Amount will not be invested may result in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the FundFund rejecting this Subscription. (d) The Fund General Partner has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund General Partner of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”).Subscriber (e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members Limited Partners in the Fund. This Agreement and other separate subscription agreements are separate agreements and the sale arrangements between the Fund and other investors are separate sales. The Subscriber also acknowledges that the Administrator General Partner may enter into side letters with certain Members Limited Partners (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Limited Partnership Agreement as it applies to such MembersLimited Partners.

Subscription. a. The Subscriber acknowledges and agrees that this subscription (ai) This subscription, when is irrevocable and if accepted by binding on the Administrator, will constitute a commitment to contribute to the Fund the Subscription Amount in accordance with terms part of the LLC Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription Subscriber, (ii) is accepted conditioned upon acceptance by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund. (biii) The Administrator, on behalf of the Fund, may accept be accepted or reject this Agreement, rejected (for any reason or for no reason) in whole or in part, in its sole discretion. This Agreement will be deemed to be accepted by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested part by the Fund in its sole discretiondiscretion at any time. The Subscriber has received and reviewed, including an opinion and agrees to be bound by, all the terms and provisions of counsel this Subscription Agreement, the Memorandum, the Fund’s bylaws (as amended and/or restated from time to time, the Subscriber“Bylaws”), evidencing the legality Fund’s Second Amended and Restated Declaration of an investment in Trust (as amended and/or restated from time to time, the “Declaration of Trust”), the Amended and Restated Investment Advisory Agreement by and between FS/KKR Advisor, LLC (the “Adviser”) and the Fund by (as amended and/or restated from time to time, the Subscriber “Advisory Agreement”), and the authority of Administration Agreement by and between the person executing Adviser and the Agreement on behalf of the Subscriber Fund (collectively as amended and/or restated from time to time, the “Additional Administration Agreement” and, together with the Memorandum, the Bylaws, the Declaration of Trust and the Advisory Agreement, the “Operative Documents”), each in addition the form made available to the Subscription AgreementSubscriber or as otherwise is available to the public, free of charge, on the U.S. Securities and Exchange Commission’s (the “SEC”) public XXXXX website. b. The Subscriber agrees to purchase Shares for an aggregate purchase price (in U.S. dollars) equal to its exhibitsCapital Commitment, payable at such times and any documents incorporated in such amounts as required by reference therein the Fund, under the terms and subject to the conditions set forth herein. The minimum initial investment amount for Shares is $2,500, after which additional investments must be in increments of $500, each subject to the discretion of the Fund’s Placement Agents, KKR Capital Markets LLC and FS Investment Solutions, LLC, which are affiliates of the Adviser (these “Subscription Documents”including, but not limited to, the discretion to accept a lower amount). c. The Fund has filed a registration statement on Form 10 (eas amended from time to time, the “Registration Statement”) for the registration of its common stock with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Subscriber understands that Registration Statement is not the offering document pursuant to which the Fund has entered into or is conducting this offering of securities. Accordingly, the Subscriber should rely exclusively on information contained in the Operative Documents, together with reports and other documents the Fund may file under the Exchange Act from time to time, in making its investment decisions. The Fund expects to enter into separate subscription agreements Subscription Agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors which are or will be substantially similar in all material respects to this Agreement (the “Other Investors,” and together with the Subscriber, the “Investors”), providing for the admission sale of such other investors as Members in Shares to the FundOther Investors either on a capital commitment basis or for the immediate payment of cash against the immediate delivery of Shares (the “Immediate Share Issuance Basis”). This Subscription Agreement and other separate subscription agreements the Other Subscription Agreements are separate agreements agreements, and the sale arrangements between sales of Shares to the Fund undersigned and other investors the Other Investors are to be separate sales. The Subscriber also acknowledges that the Administrator may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Agreement as it applies to such Members.

Subscription. (a) Certain Capitalized terms not defined herein shall have the meanings set forth on Exhibit A, attached hereto. (b) Subject to the terms and conditions hereof, the Subscriber hereby irrevocably tenders this subscription (this "Subscription") for units of Class A membership interests in the Company (a "Class A Units") by paying the amount agreed upon by the Company and the Subscriber ("Subscription Amount"). (c) This subscriptionSubscription, when and if accepted by the AdministratorCompany, as manager of the Company, will constitute a commitment to contribute to the Fund Company that portion of the Subscription Amount accepted by the Company (the "Commitment") in accordance with terms of the LLC Operating Agreement of the Company, as the same may be further amended from time to time (the "Company Agreement. "), in accordance with the Delivery Instructions attached hereto as Exhibit B. The Subscriber will shall be admitted as a Member of in the Fund Company ("Member") at the time this subscription Subscription is accepted and executed by the Administrator, Company and the Subscriber hereby irrevocably agrees to be bound by the LLC Company Agreement as a Member of the Fund thereunder and to perform all obligations contained in the LLC Agreementthereunder, including making contributions to the FundCompany in accordance with the terms thereof. (bd) The AdministratorManaging Member, on behalf of the FundCompany, may accept or reject this AgreementSubscription, in whole or in part, in its sole discretion. This Agreement will Subscription shall be deemed to be accepted by the Administrator Company and this Agreement will shall be binding against the Administrator Company only upon acceptance of this Agreement by the AdministratorCompany accepting the subscription. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will shall be issued the Interest Class A Units for which it has subscribed. (c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund. (de) The Fund Company has the unrestricted right to condition its acceptance of the Subscriber’s 's subscription, in whole or in part, upon the receipt by the Fund Company of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund Company in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund Company by the Subscriber and the authority of the person executing the this Agreement on behalf of the Subscriber (collectively the “"Additional Documents”"), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (ef) The Subscriber understands that the Fund Company has entered into or expects to enter into separate subscription agreements with other investors which are or will shall be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the FundCompany. This Agreement and other such separate subscription agreements are separate agreements and the sale arrangements between the Fund Company and such other investors are separate sales. The Subscriber also acknowledges that the Administrator Company may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Company Agreement as it applies to such Members.

Subscription. (a) Subject to the terms and conditions hereof, the Subscriber hereby irrevocably tenders this subscription (this “Subscription”) to purchase preferred membership interests in the Company (the “Interests”) in the amount set forth on the “Subscription Amount” line on the Subscriber’s applicable signature page hereto (the “Signature Page”). (b) This subscriptionSubscription, when and if accepted by the AdministratorPlatform under the direction of the Manager, as manager of the Company, will constitute a commitment to contribute to the Fund Company that portion of the Subscription Amount accepted by the Manager (the “Commitment”) in accordance with terms of the LLC Operating Agreement of the Company, as the same may be further amended from time to time (the “Operating Agreement”), in the form separately furnished to the Subscriber. The Subscriber will shall be admitted as a Member of in the Fund Company (“Member”) at the time this subscription Subscription is accepted by the Administrator, Manager and the Subscriber hereby irrevocably agrees to be bound by the LLC Operating Agreement as a Member of the Fund thereunder and to perform all obligations contained in the LLC Agreementthereunder, including making contributions to the FundCompany in accordance with the terms thereof. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Company and may not be withdrawn by the Subscriber unless the Manager rejects this Subscription. (bc) The AdministratorManager, on behalf of the FundCompany, may accept or reject this AgreementSubscription, in whole or in part, in its sole discretion. This Agreement will Subscription shall be deemed to be accepted by the Administrator Manager and this Agreement will shall be binding against the Administrator only Manager upon acceptance the Manager providing notice to Subscriber of this Agreement by the Administratorsuch acceptance. At the Closing, the Manager will deliver notice of such Closing to the Subscriber will receive within a message on the Platform announcing the Administrator’s execution and acceptance of this Agreementreasonable time after such Closing. Upon such acceptance, the Subscriber will shall be issued the Interest Interests for which it has subscribed. (c) If following the Administrator’s acceptance of this . Failure to deliver a fully-completed and executed Agreement the Administrator determines that some or all of the Subscription Amount will not be invested may result in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fundrejecting this Subscription. (d) The Fund Company has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund Company of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund Company in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund Company by the Subscriber and the authority of the person executing the this Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund Company has entered into or expects to enter into separate subscription agreements with other investors which are or will shall be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the FundCompany. This Agreement and other such separate subscription agreements are separate agreements and the sale arrangements between the Fund Company and such other investors are separate sales. The Subscriber also acknowledges that the Administrator Manager may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Operating Agreement as it applies to such Members.

Subscription. (a) Subject to the terms and conditions hereof, the Subscriber hereby irrevocably tenders this subscription (this “Subscription”) for units of Class A membership interests in the Company (a “Class A Units”) in the amount set forth on the “Subscription Amount” line on the Subscriber’s applicable signature page hereto (the “Signature Page”). (b) This subscriptionSubscription, when and if accepted by the AdministratorCompany, as manager of the Company, will constitute a commitment to contribute to the Fund Company that portion of the Subscription Amount accepted by the Company (the “Commitment”) in accordance with terms of the LLC Operating Agreement of the Company, as the same may be further amended from time to time (the “Company Agreement. ”), in accordance with the Delivery Instructions attached hereto as Exhibit B. The Subscriber will shall be admitted as a Member of in the Fund Company (“Member”) at the time this subscription Subscription is accepted and executed by the Administrator, Company and the Subscriber hereby irrevocably agrees to be bound by the LLC Company Agreement as a Member of the Fund thereunder and to perform all obligations contained in the LLC Agreementthereunder, including making contributions to the FundCompany in accordance with the terms thereof. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Company and may not be withdrawn by the Subscriber unless the Company rejects this Subscription. (bc) The AdministratorManaging Member, on behalf of the FundCompany, may accept or reject this AgreementSubscription, in whole or in part, in its sole discretion. This Agreement will Subscription shall be deemed to be accepted by the Administrator Company and this Agreement will shall be binding against the Administrator Company only upon acceptance execution and delivery to the Subscriber of this Agreement by the AdministratorAcceptance of Subscription attached hereto. At the Closing, the Company will execute the Acceptance of Subscription and deliver notice of such Closing to the Subscriber will receive within a message on the Platform announcing the Administrator’s execution and acceptance of this Agreementreasonable time after such Closing. Upon such acceptance, the Subscriber will shall be issued the Interest Class A Units for which it has subscribed. (c) If following the Administrator’s acceptance of this . Failure to deliver a fully-completed and executed Agreement the Administrator determines that some or all of the Subscription Amount will not be invested may result in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fundrejecting this Subscription. (d) The Fund Company has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund Company of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund Company in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund Company by the Subscriber and the authority of the person executing the this Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund Company has entered into or expects to enter into separate subscription agreements with other investors which are or will shall be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the FundCompany. This Agreement and other such separate subscription agreements are separate agreements and the sale arrangements between the Fund Company and such other investors are separate sales. The Subscriber also acknowledges that the Administrator Company may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Company Agreement as it applies to such Members.

Subscription. (a) Subject to the terms and conditions hereof, the Subscriber hereby irrevocably tenders this subscription (this “Subscription”) to purchase preferred membership interests in the Company (the “Interests”) in the amount set forth on the “Subscription Amount” line on the Subscriber’s applicable signature page hereto (the “Signature Page”). (b) This subscriptionSubscription, when and if accepted by the AdministratorPlatform under the direction of the Manager, as manager of the Company, will constitute a commitment to contribute to the Fund Company that portion of the Subscription Amount accepted by the Manager (the “Commitment”) in accordance with terms of the LLC Operating Agreement of the Company, as the same may be further amended from time to time (the “Operating Agreement”), in the form separately furnished to the Subscriber. The Subscriber will shall be admitted as a Member of Memberin the Fund Company(“Member”) at the time this subscription Subscription is accepted by the Administrator, Manager and the Subscriber hereby irrevocably agrees to be bound by the LLC Operating Agreement as a Member of the Fund thereunder and to perform all obligations contained in the LLC Agreementthereunder, including making contributions to the FundCompany in accordance with the terms thereof. This Agreement will become irrevocable with respect to the Subscriber at the time of its submission to the Company and may not be withdrawn by the Subscriber unless the Manager rejects this Subscription. (bc) The AdministratorManager, on behalf of the FundCompany, may accept or reject this AgreementSubscription, in whole or in part, in its sole discretion. This Agreement will Subscription shall be deemed to be accepted by the Administrator Manager and this Agreement will shall be binding against the Administrator only Manager upon acceptance the Manager providing notice to Subscriber of this Agreement by the Administratorsuch acceptance. At the Closing, the Manager will deliver notice of such Closing to the Subscriber will receive within a message on the Platform announcing the Administrator’s execution and acceptance of this Agreementreasonable time after such Closing. Upon such acceptance, the Subscriber will shall be issued the Interest Interests for which it has subscribed. (c) If following the Administrator’s acceptance of this . Failure to deliver a fully-completed and executed Agreement the Administrator determines that some or all of the Subscription Amount will not be invested may result in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fundrejecting this Subscription. (d) The Fund Company has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund Company of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund Company in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund Company by the Subscriber and the authority of the person executing the this Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”). (e) The Subscriber understands that the Fund Company has entered into or expects to enter into separate subscription agreements with other investors which are or will shall be substantially similar in all material respects to this Agreement providing for the admission of such other investors as Members in the FundCompany. This Agreement and other such separate subscription agreements are separate agreements separateagreements and the sale thesale arrangements between the Fund Company and such other investors are separate sales. The Subscriber also acknowledges that the Administrator Manager may enter into side letters with certain Members (which may include the Subscriber) which contain terms different from those in this Agreement or amend and supplement certain provisions of the LLC Operating Agreement as it applies to such Members.